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CELG > SEC Filings for CELG > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for CELGENE CORP /DE/

Form 8-K for CELGENE CORP /DE/


7-May-2014

Entry into a Material Definitive Agreement, Other Events, Financial Statements


Item 1.01. Entry into a Material Definitive Agreement.

On May 6, 2014, Celgene Corporation, a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), providing for its underwritten public offering of $500,000,000 aggregate principal amount of 2.250% Senior Notes due 2019, $1,000,000,000 aggregate principal amount of 3.625% Senior Notes due 2024 and $1,000,000,000 aggregate principal amount of 4.625% Senior Notes due 2044 (collectively, the "Notes"). The offer and sale of the Notes is registered under the Securities Act of 1933, as amended, pursuant to an automatic shelf registration statement on Form S-3 (File No. 333-191998) filed with the Securities and Exchange Commission on October 30, 2013. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, without limitation, further development of its clinical and pre-clinical programs, capital expenditures, general corporate development activities, meeting working capital needs, share repurchases of its common stock and repayment of some or all of its outstanding commercial paper.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties. The Company expects the transaction to close on or about May 15, 2014.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, financial advisory, investment banking and other commercial dealings in the ordinary course of business with the Company, or its affiliates, including acting as lenders under various loan facilities. They have received, and may in the future receive, customary fees and commissions for these transactions.

The description of the Underwriting Agreement in this Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.



Item 8.01. Other Events.

On May 7, 2014, the Company issued a press release announcing the pricing of its public offering of $500,000,000 aggregate principal amount of 2.250% Senior Notes due 2019, $1,000,000,000 aggregate principal amount of 3.625% Senior Notes due 2024 and $1,000,000,000 aggregate principal amount of 4.625% Senior Notes due 2044. A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 1.1    Underwriting Agreement, dated as of May 6, 2014, among the Company and
        Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
        Securities (USA) LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC,
        as representatives of the several Underwriters named therein.

99.1    Press release of the Company dated May 7, 2014, announcing the pricing of
        its underwritten public offering of $500,000,000 aggregate principal
        amount of 2.250% Senior Notes due 2019, $1,000,000,000 aggregate principal
        amount of 3.625% Senior Notes due 2024 and $1,000,000,000 aggregate
        principal amount of 4.625% Senior Notes due 2044.


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