Celgene Corporation (NASDAQ:CELG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
See Item 1.01 below.
| Item 1.01 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet A rrangement of a Registrant. |
Celgene Corporation (the “Company”) entered into an Amended and Restated Credit Agreement, dated as of April25, 2018 (the “Agreement”), with the financial institutions parties thereto (the “Lenders”) and Citibank, N.A., as administrative agent for the Lenders.
The Agreement amends and restates the Company’s existing senior unsecured revolving credit facility to, among other things, extend the term of the credit facility to April25, 2023 from April 17, 2022 (as so amended, the “Credit Facility”).
Subject to certain conditions, the Company has the right to increase the amount of the Credit Facility (but in no event more than one time per annum), up to a maximum aggregate amount of $2.25 billion.
The amounts available under the Credit Facility may be borrowed in U.S. dollars for working capital, capital expenditures and other lawful corporate purposes.No proceeds from the Credit Facility were drawn down as of the date of the Agreement.
Borrowings under the Credit Facility will bear interest at a rate per annum equal to (i)the Base Rate, a fluctuating rate equal to the highest of (x)Citibank, N.A.’s Base Rate, (y)the Federal Funds Rate plus 0.50% and (z)one-month LIBOR plus 1.00%, plus the Applicable Margin, or (ii)the Eurodollar Rate, a periodic fixed rate equal to LIBOR, plus the Applicable Margin. The Applicable Margin is determined based on a pricing grid and is dependent on the Company’s public debt ratings.
The Agreement also requires payment to the Lenders of certain customary fees, which fees are also based on a pricing grid and dependent on the Company’s public debt ratings.Voluntary prepayments of advances may be paid without penalty, with advance notice of prepayment required for Eurodollar Rate advances only.
The Agreement contains affirmative and negative covenants that the Company believes are usual and customary for senior unsecured credit facilities, including certain financial maintenance covenants.
The Agreement’s negative covenants include, among other things, limitations (each of which is subject to customary exceptions for financings of this type) on the ability of the Company and its subsidiaries to:
| · | in the case of the subsidiaries only, to incur debt; and |
| · | change the nature of their businesses in a material manner. |
The Agreement also contains customary events of default (subject to grace periods, as appropriate), including among others: nonpayment of principal, interest, fees or other amounts; representations or warranties materially incorrect; failure to comply with covenants; cross-default to payment default on principal aggregating $200,000,000, or other events accelerating such debt; failure to pay a final judgment or court order in excess of $200,000,000 in the aggregate; bankruptcy, liquidation, or the appointment of a receiver or similar official or institution of any such proceeding if not dismissed; failure to comply with ERISA; or change of control of the Company.
A copy of the Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference.The description of the Agreement is a summary only and is qualified in its entirety by the terms of the Agreement.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
CELGENE CORP /DE/ ExhibitEX-10.1 2 tv482581_ex10-1.htm EX-10.1 Exhibit 10.1 U.S. $2,…To view the full exhibit click here
About Celgene Corporation (NASDAQ:CELG)
Celgene Corporation (Celgene) is a biopharmaceutical company. The Company together with its subsidiaries is engaged primarily in the discovery, development and commercialization of therapies for the treatment of cancer and inflammatory diseases through solutions in protein homeostasis, immuno-oncology, epigenetics, immunology and neuro-inflammation. The Company’s primary commercial stage products include REVLIMID (lenalidomide), ABRAXANE (paclitaxel albumin-bound particles for injectable suspension), POMALYST/IMNOVID (pomalidomide), VIDAZA, azacitidine for injection (generic version of VIDAZA), THALOMID (thalidomide), OTEZLA (apremilast) and ISTODAX (romidepsin). The Company’s clinical trial activity includes trials across the disease areas of hematology, oncology, and inflammation and immunology.
