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TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-211266
The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become
effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting
offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 6, 2016
Preliminary Prospectus Supplement to Prospectus dated July 25, 2016.
$125,000,000
Blueprint Medicines Corporation
Common Stock
We are offering up to $125,000,000 of shares of our common stock.
Our
common stock is listed on The NASDAQ Global Select Market under the symbol "BPMC". The last reported sale price of our common stock on The NASDAQ Global Select Market on
December 5, 2016 was $28.65 per share.
We
are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company
reporting requirements for this prospectus supplement and future filings.
Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page S-15 of this prospectus supplement, as well as in the
documents incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of the factors you should carefully consider before
deciding to purchase our common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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We refer you to "Underwriting" beginning on page S-24 of this prospectus supplement for additional
information regarding underwriter compensation.
We
have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to an additional $18,750,000 of shares of our common
stock at the public offering price less the underwriting discounts and commissions.
The
underwriters expect to deliver the shares against payment in New York, New York on or about December , 2016.
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Prospectus Supplement dated December , 2016
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is part of the registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a "shelf"
registration process and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes the specific terms of this offering.
The second part, the accompanying prospectus, including the documents incorporated by reference, gives more general information, some of which may not apply to this offering. Generally, when we refer
to the "prospectus", we are referring to both parts combined. This prospectus supplement may add to, update or change information in the accompanying prospectus and the documents incorporated by
reference into this prospectus supplement or the accompanying prospectus.
If
information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference that was filed with the SEC before the date
of this prospectus supplement, you should rely on this prospectus supplement. This prospectus
supplement, the accompanying prospectus and the documents incorporated by reference into each include important information about us, the securities being offered and other information you should know
before investing in our securities. You should also read and consider information in the documents we have referred you to in the sections of this prospectus supplement entitled "Where You Can Find
More Information" and "Incorporation by Reference" and the accompanying prospectus entitled "Where You Can Find More Information" and "Incorporation by Reference".
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were
made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a
representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and
covenants should not be relied on as accurately representing the current state of our affairs.
We
take no responsibility for, and can provide no assurances as to the reliability of, any information that is in addition to or different from that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We are not offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date other than as of the date of this prospectus
supplement or the accompanying prospectus, as the case may be, or in the case of the documents incorporated by reference, the date of such documents regardless of the time of delivery of this
prospectus supplement and the accompanying prospectus or any sale of our securities. Our business, financial condition, liquidity, results of operations and prospects may have changed since those
dates.
Unless otherwise stated, all references in this prospectus supplement or the accompanying prospectus to "us", "our", "Blueprint", "Blueprint Medicines", "we",
the "Company" and similar designations refer, collectively, to Blueprint Medicines Corporation, a Delaware corporation, and its consolidated subsidiary, Blueprint Medicines Security
Corporation.
No action is being taken in any jurisdiction outside the United States to permit a public offering of the securities or possession or distribution of this
prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the
United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement or the accompanying prospectus applicable
to that jurisdiction.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.blueprintmedicines.com. Our website is not
a part of this prospectus supplement or the accompanying prospectus and is not incorporated by reference in this prospectus supplement or the accompanying prospectus. You may also read and copy any
document we file at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room.
This
prospectus supplement is part of a registration statement we filed with the SEC. This prospectus supplement, filed as part of the registration statement, omits some information
contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information on us and our
consolidated subsidiary and the securities we are offering. Statements in this prospectus supplement concerning any document we filed as an exhibit to the registration statement or that we otherwise
filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of
the registration statement from the SEC at the address listed above or from the SEC's website.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus supplement and the accompanying prospectus is considered
to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus supplement is continually updated and those future filings may modify or supersede
some of the information included or incorporated in this prospectus supplement. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the
statements in this prospectus supplement, the accompanying prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus supplement incorporates
by reference the documents listed below (File No. 001-37359) and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act (in each case, other than those documents or the portions of
those documents not deemed to be filed) between the date of this prospectus supplement and the termination of this offering:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including the information specifically incorporated by
reference into the Annual Report on Form 10-K from our definitive proxy statement (other than information furnished rather than filed) for the 2016 Annual Meeting of Stockholders, which was
filed with the SEC on April 28, 2016;
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Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016;
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Current Reports on Form 8-K filed on January 6, 2016, February 8, 2016, March 7, 2016, March 18, 2016
(solely with respect to Items 1.01 and 8.01), April 15, 2016, June 24, 2016, August 23, 2016, September 6, 2016, November 14, 2016, December 1, 2016
(filed
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at 6:09pm
EST on November 30, 2016), December 1, 2016 (filed at 11:56am EST on December 1, 2016) and December 5, 2016 (filed at 6:06am EST on
December 5, 2016); and
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The description of our common stock contained in our Registration Statement on Form 8-A filed on April 27, 2015, including any
amendments or reports filed for the purpose of updating such description.
You
may request a copy of these filings, at no cost, by contacting us, either orally or in writing, at the following:
Blueprint
Medicines Corporation
38 Sidney Street, Suite 200
Cambridge, Massachusetts 02139
Attn: Investor Relations
Phone: (617) 714-6674
E-mail: ir@blueprintmedicines.com
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain statements
that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than
statements of historical facts, contained or incorporated by reference in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by words such as
"anticipate", "believe", "contemplate", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "predict", "project", "seek", "should", "target", "will", "would" or the
negative of these words or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements include, but are not limited to,
statements about:
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our use of the net proceeds from this offering;
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the initiation, timing, progress and results of our preclinical studies and clinical trials, including our Phase 1 clinical trials for
BLU-285 and BLU-554 and our anticipated Phase 1 clinical trial for BLU-667, and our research and development programs;
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our ability to advance drug candidates into, and successfully complete, clinical trials;
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the accuracy of our estimates regarding expenses, future revenues and capital requirements;
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the timing or likelihood of regulatory filings and approvals;
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the commercialization of our drug candidates, if approved;
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the pricing and reimbursement of our drug candidates, if approved;
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the implementation of our business model, strategic plans for our business, drug candidates and technology;
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the scope of protection we are able to establish and maintain for intellectual property rights covering our drug candidates and technology;
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estimates of our expenses, future revenues, capital requirements and our needs for additional financing;
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the potential benefits of our existing rare genetic disease collaboration with Alexion Pharma Holding and our existing cancer immunotherapy
collaboration with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., as well as our ability to enter into other strategic arrangements;
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the development of companion diagnostic tests for our drug candidates, including our companion diagnostic with Ventana Medical
Systems, Inc. for BLU-554 and our companion diagnostic with QIAGEN Manchester Limited for BLU-285;
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our ability to maintain and establish collaborations or obtain additional grant funding;
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our financial performance; and
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developments relating to our competitors and our industry.
We
may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary
statements included in this prospectus supplement, the accompanying prospectus and the
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documents
incorporated by reference herein and therein, particularly in the "Risk factors" section, that could cause actual results or events to differ materially from the forward-looking statements
that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or enter into.
You
should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, as well as the document that we have filed as
exhibits to the registration statement of which this prospectus forms a part, completely and with the understanding that our actual future results, performance or achievements may be materially
different from what we expect. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the
future.
This
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein also contains estimate, projections and other information
concerning our industry, our business and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical
conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may
differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research
surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying
prospectus and in the documents incorporated by reference herein or therein. This summary does not contain all the information that you should consider before investing in our common stock. You should
read this entire prospectus supplement and the accompanying prospectus carefully, especially the risks of investing in our common stock discussed under "Risk Factors" beginning on page S-15 of
this prospectus supplement, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision. This prospectus supplement may add to, update or change information in the accompanying
prospectus.
Overview
We are a biopharmaceutical company focused on improving the lives of patients with genomically defined diseases driven by abnormal kinase
activation. Our approach is to systematically and reproducibly identify kinases that are drivers of diseases in genomically defined patient populations and to craft drug candidates with therapeutic
windows that may provide significant and durable clinical responses for patients without adequate treatment options. This integrated biology and chemistry approach enables us to identify, characterize
and drug novel kinase targets that have been difficult to selectively inhibit. By focusing on diseases in genomically defined patient populations, we believe that we will have a more efficient
development path with a greater likelihood of success. Leveraging our novel target discovery engine, we have developed a robust small molecule drug pipeline in cancer and a rare genetic disease. We
are currently evaluating our most advanced drug candidates, BLU-285 and BLU-554, in three ongoing Phase 1 clinical trials and recently presented preliminary data from the dose escalation stage
of those clinical trials.
Phase 1 Clinical Programs
One of our lead drug candidates is BLU-285, an orally available, potent and highly selective inhibitor that targets D842V mutant
PDGFR
a
and Exon 17 mutant KIT, including the D816V mutation, abnormally active receptor tyrosine kinase mutants that are drivers of cancer and proliferative
disorders. We are currently evaluating BLU-285 in ongoing Phase 1 clinical trials for defined subsets of patients with gastrointestinal stromal tumors, or GIST, and systemic
mastocytosis, or SM. GIST is the most common sarcoma, or tumor of bone or connective tissue, of the gastrointestinal tract, and SM is a myeloproliferative disorder of the mast cells. In December 2016,
we presented preliminary data from our ongoing Phase 1 clinical trial of BLU-285 in patients with PDGFR
a
-driven GIST and patients with relapsed or
refractory KIT-driven GIST, which we collectively refer to as advanced GIST. The data showed that BLU-285 was observed to be well tolerated and had achieved proof-of-concept in these indications. In
December 2016, we presented preliminary data from our ongoing Phase 1 clinical trial of BLU-285 in patients with advanced SM, including patients with aggressive SM, advanced SM with an
associated hematologic neoplasm and mast cell leukemia. The data showed that BLU-285 was observed to be well tolerated and achieved proof-of-concept in advanced SM. Our other lead drug candidate is
BLU-554, an orally available, potent and highly selective inhibitor that targets FGFR4, a kinase that is aberrantly activated in a defined subset of patients with hepatocellular carcinoma, or HCC, the
most common type of liver cancer. In November 2016, we presented preliminary data from our ongoing Phase 1 clinical trial of BLU-554 in patients with advanced HCC. The data showed that BLU-554
had achieved proof-of concept in this indication and a maximum tolerated dose, or MTD, had been established for BLU-554. BLU-554 is currently being evaluated in the expansion stage of our ongoing
Phase 1
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clinical
trial in patients with advanced HCC, and enrollment is ongoing. We have worldwide development and commercialization rights to BLU-285 and BLU-554.
BLU-285 for Advanced GIST
BLU-285 is currently being evaluated in the dose escalation stage of a Phase 1 clinical trial in patients with advanced GIST. We
presented preliminary data from the dose escalation stage of this clinical trial in December 2016 at the 28
th
EORTC-NCI-AACR Symposium on Molecular Targets and Cancer
Therapeutics. As of the data cutoff date of November 1, 2016, BLU-285 had been administered to 36 patients at seven dose levels ranging from 30 mg once daily, or QD, to
400 mg QD, including 18 patients with PDGFR
a
-driven GIST and 18 patients with
KIT-driven GIST. The median age was 61 (ranging from 41 to 77), and the median number of prior treatment regimens was 3.5 (ranging from zero to 12). Preliminary pharmacokinetic, or PK, analysis at all
dose levels demonstrated relatively rapid absorption of BLU-285 and a mean half-life of over 24 hours, which supports QD dosing.
Preliminary Safety Data.
As of the data cutoff date of November 1, 2016, BLU-285 was observed to be well tolerated at
all doses. No
dose-limiting toxicities or treatment-related Grade 4 or 5 adverse events were reported, and no patients discontinued treatment with BLU-285 due to treatment-related adverse events. The majority of
adverse events reported by investigators were Grade 1 or 2. Across all grades, adverse events reported by investigators most commonly included nausea (42%), vomiting (33%), peripheral edema (31%),
fatigue (28%) and constipation (22%). Investigators reported treatment-related Grade 3 adverse events in three patients: nausea and vomiting (one patient); anemia and intratumoral hemorrhage
(one patient); and hypophosphatemia (one patient), a deficiency of phosphates in the blood. An MTD for BLU-285 has not been established in this clinical trial, and enrollment in the dose escalation
stage is ongoing.
Preliminary Clinical Activity Data.
As of the data cutoff date of November 1, 2016, 28 patients in the first six
cohorts of the dose
escalation stage of the clinical trial at doses ranging from 30 mg QD to 300 mg QD had completed at least two 28-day dosing cycles and were evaluable for response
assessment. Response assessments were based on CT and MRI imaging to measure clinical activity per Response Evaluation Criteria In Solid Tumors version 1.1, or RECIST.
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In PDGFR
a
-driven GIST, investigators observed radiographic tumor reduction in 14 of 15 evaluable patients
with six patients achieving a partial response, or PR, by RECIST (five confirmed, one unconfirmed). For a confirmed PR, the PR was maintained through two consecutive response assessments at least four
weeks apart. For the unconfirmed PR, as of the data cutoff date, a second response assessment at least four weeks after the first response assessment was not available. Tumor reduction was observed at
the first dose level in the PDGFR
a
-driven subgroup of advanced GIST.
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In KIT-driven GIST, investigators observed radiographic tumor reduction in five of the 13 evaluable patients, including one who achieved
a PR by RECIST (confirmed). At the higher dose levels (greater than or equal to 135 mg), four out of six patients had tumor reduction, including the patient with a PR, which we believe suggests
increased clinical activity with increased dose. Tumor reduction was first observed at the fourth dose level in the KIT-driven subgroup of advanced GIST.
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In addition, among all 36 patients administered BLU-285 for the treatment of advanced GIST, 27 patients remained on BLU-285, including
all 18 patients with PDGFR
a
-driven GIST. For these 36 patients, the treatment duration ranged from 0.8 months to 12.3 months. Nine patients
discontinued treatment with BLU-285 due to progressive disease.
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Clinical Development Plans.
Based on the safety profile and clinical activity observed to date in this clinical trial, we
will continue to enroll
patients in the dose escalation stage of this clinical trial. Once the MTD is reached, or a lower recommended dose for further clinical evaluation has been established, we plan to open expansion
cohorts for subsets of patients with advanced GIST. We expect enrollment for the expansion stage of this Phase 1 clinical trial would begin in the first half of 2017, and we plan to enroll
approximately 35 patients with advanced GIST in the expansion stage. Based on these preliminary data, we also plan to increase the cohort size in the expansion stage to evaluate the potential of
BLU-285 as a single agent therapy in PDGFR
a
-driven GIST and KIT-driven GIST and to accelerate our evaluation of expanded development options for BLU-285 in GIST,
including opportunities to move to earlier lines of therapy and possible combinations.
In
January 2016, the U.S. Food and Drug Administration, or FDA, granted orphan drug designation to BLU-285 for the treatment of GIST. In October 2016, the FDA granted fast track
designation to BLU-285 for the treatment of patients with unresectable or metastatic GIST that progressed
following treatment with imatinib and a second tyrosine kinase inhibitor and for the treatment of patients with unresectable or metastatic GIST with the PDGFR
a
D842V mutation regardless of prior therapy. We plan to seek regulatory guidance on potential pathways for expedited clinical development of BLU-285 for the treatment of advanced GIST. In addition, in
August 2016, we and QIAGEN Manchester Limited entered into an agreement to develop and commercialize an assay as a companion diagnostic test to identify GIST patients with the
PDGFR
a
D842V mutation for use with BLU-285.
BLU-285 for Advanced SM
BLU-285 is also currently being evaluated in the dose escalation stage of a Phase 1 clinical trial in patients with advanced SM. We
presented preliminary data from this ongoing clinical trial in December 2016 at the 2016 American Society of Hematology Annual Meeting. As of the data cutoff date of November 11, 2016, BLU-285
had been administered to 12 patients at three dose levels (30 mg, 60 mg and 100 mg QD). The median age was 61.5 (ranging from 39 to 82), and the KIT D816V mutation has been confirmed in
bone marrow or blood from 11 of the 12 patients. Ten of the 12 patients remained on the clinical trial as of the data cutoff date. Preliminary PK analysis at all dose levels demonstrated
relatively rapid absorption of BLU-285 and a mean half-life of over 19 hours, which supports QD dosing and is consistent with the initial data reported by us from the dose escalation stage of
our Phase 1 clinical trial for BLU-285 in patients with advanced GIST.
Preliminary Safety Data.
As of the data cutoff date of November 11, 2016, BLU-285 was observed to be well tolerated at
all doses. No patients
discontinued treatment due to an adverse event, and no Grade 4 or worse treatment-related adverse events were reported. The majority of adverse events reported by investigators were Grade 1 or Grade
2, and adverse events that occurred in two or more patients included fatigue (four patients), anemia (three patients) and alkaline phosphatase elevation (three patients). All three cases of alkaline
phosphatase elevation were Grade 3 but were asymptomatic and transient and occurred in the absence of transaminase or bilirubin elevations. In addition, the Grade 3 alkaline phosphatase
elevations occurred in the three patients with the highest bone marrow mast cell burden at baseline, suggesting the transient alkaline phosphatase elevations may be consistent with a pharmacodynamic,
or PD, effect of BLU-285 on mast cells in the bone. One of the three cases of alkaline phosphatase elevation was considered possibly treatment-related and defined as a dose-limiting toxicity at the 60
mg dose level. All three patients continued treatment with BLU-285 without a dose reduction. The MTD for BLU-285 has not been established in this clinical trial, and enrollment in the dose escalation
stage is ongoing.
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As of the data cutoff date of November 11, 2016, all 12 patients in the first three cohorts of the dose escalation stage of the clinical
trial at doses ranging from 30 mg QD to 100 mg QD had completed at least two 28-day dosing cycles and were evaluated for signs of clinical activity.
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Investigators observed decreases in bone marrow mast cell infiltrate, measured by bone marrow biopsy, in six of the eight patients who had a
bone marrow biopsy after starting treatment with BLU-285.
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Three of the six patients had a decrease of bone marrow mast infiltrate of more than 50% from baseline, including one patient with no residual
mast cells in the bone marrow.
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Based on measurements at a central laboratory, serum tryptase decreased in 10 of 12 patients. The serum tryptase decrease was greater than 50%
in eight patients.
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The allele burden of D816V mutant KIT decreased within the first two treatment cycles in five of six evaluable patients in circulating tumor
DNA and bone marrow.
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Rash improved in five patients with urticaria pigmentosa from baseline based on investigator assessments. Urticaria pigmentosa is an
allergy-mediated rash common in SM patients.
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Weight increased in 10 patients, and albumin increased in 11 patients, suggesting improvements in malabsorption.
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Ten of 12 patients remained on treatment with BLU-285, and the duration of treatment ranged from one month to 8.1 months.
Clinical Development Plans.
Based on the preliminary safety profile and clinical activity observed to date in this clinical
trial, we plan to
continue to enroll patients in the dose escalation stage of this Phase 1 clinical trial until an MTD is reached or a recommended dose is established. We plan to open enrollment in expansion
cohorts for specific subtypes of advanced SM to evaluate BLU-285 as a single agent in advanced SM once a recommended dose for further clinical evaluation has been determined or an MTD has been
reached. We expect to initiate the expansion stage of this clinical trial in 2017 and plan to enroll approximately 35 patients with advanced SM in the expansion stage. We are also collaborating with a
health research outcomes group to develop a disease-specific patient reported outcome tool to measure changes in total symptom burden in patients with advanced SM. Based on the preliminary safety and
clinical activity data, we plan to evaluate options to expand the clinical development of BLU-285 in other KIT-driven diseases, including possible opportunities for the treatment of indolent SM and
KIT-mutant acute myeloid leukemia, groups of patients in need of more effective treatments.
In
addition, in January 2016, the FDA granted orphan drug designation to BLU-285 for the treatment of SM.
BLU-554 for Advanced HCC
BLU-554 is currently being evaluated in the expansion stage of a Phase 1 clinical trial in patients with advanced HCC, and enrollment is
ongoing. We presented preliminary data from the dose escalation stage of this ongoing clinical trial in November 2016 at the 28
th
EORTC-NCI-AACR Symposium on Molecular Targets and
Cancer Therapeutics. As of the data cutoff date of November 7, 2016, BLU-554 had been administered to 25 patients in the dose escalation stage of the clinical trial at five dose levels (ranging
from 140 mg QD to 900 mg QD), with the majority of patients having previously received sorafenib. Ten patients had confirmed tumor FGF19 overexpression using an investigational
immunohistochemistry, or IHC, assay. PK data across all dose levels showed rapid oral absorption, a mean half-life of approximately 10 hours and exposure
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in
the expected therapeutic range as predicted by HCC xenograft models in mice. PD data suggested that treatment with BLU-554 inhibited the FGFR4 pathway, as evidenced by effects on metabolic pathways
downstream of FGFR4, with increases in the bile acid precursor C4, decreases in cholesterol and feedback upregulation of the ligand FGF19 in blood.
Preliminary Safety Data.
As of the data cutoff date of November 7, 2016, the majority of adverse events reported by
investigators were Grade
1 or 2 and most commonly included diarrhea (72%), nausea (44%), abdominal pain (40%), vomiting (40%), fatigue (36%), transaminase elevation (alanine aminotransferase, or ALT (32%) and aspartate
aminotransferase, or AST (28%)) and decreased appetite (24%). Investigators reported Grade 3 or higher adverse events in 17 patients. Grade 3 or worse adverse events occurring in three
or more patients included anemia, elevated transaminases (AST and ALT), abdominal pain and decreased lymphocytes. The MTD for BLU-554 was identified to be 600 mg QD. Two patients experienced
dose-limiting toxicities at 900 mg (Grade 3 abdominal pain and Grade 3 fatigue). Only two patients discontinued treatment with
BLU-554 due to treatment-related toxicities (Grade 4 increased AST and Grade 3 hemorrhage). The case of Grade 3 hemorrhage occurred in a patient treated at 900 mg, which was above the MTD.
Preliminary Clinical Activity Data.
As of the data cutoff date of November 7, 2016, 25 patients in the first five
cohorts of the dose
escalation stage of the clinical trial (at doses ranging from 140 mg QD to 900 mg QD) were evaluable for clinical activity.
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Investigators observed one patient with a confirmed PR, who remained on the clinical trial for eight 28-day dosing cycles, and 12 patients with
stable disease, or SD, including seven who had tumor reduction but did not reach the threshold for a PR.
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Of 10 evaluable patients with FGF19 overexpression in their tumors, five had radiographic tumor reduction, including one patient with a
confirmed PR. Seven of the 10 patients with FGF19 overexpression remained on the clinical trial as of the data cutoff.
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Among all 25 evaluable patients, seven patients remained on treatment as of the data cutoff date, with treatment duration ranging from 0.8 to
7.6 months. Eighteen patients discontinued treatment with BLU-554, including 15 patients due to disease progression, two patients due to treatment-related adverse events and one patient due to
the investigator's decision.
Clinical Development Plans.
We have initiated enrollment of the biomarker-selected expansion cohorts for this clinical
trial at the MTD of 600 mg
QD. In the expansion stage of our Phase 1 clinical trial of BLU-554 in advanced HCC, patients are prospectively evaluated for tumor expression of FGF19 using an investigational IHC assay. We
plan to enroll approximately 45 patients in three subsets with a range of tumors expressing FGF19. Two subsets of patients will be selected to have tumors that overexpress FGF19 (confirmed by the IHC
assay), which is indicative of autocrine physiology where FGF19 is produced by the tumor cells in the liver. One of the patient subsets with tumors that overexpress FGF19 will have FGF19 gene
amplification (confirmed by fluorescence in situ hybridization). The third subset of patients will be selected to have tumor FGF19 expression of less than 1% by the IHC assay, which is indicative of
normal endocrine physiology, where FGF19 is
produced by the intestines. Based on the preliminary data, we also plan to accelerate our evaluation of expanded development options for BLU-554 in HCC, including opportunities to move to earlier
lines of therapy and possible combinations.
In
September 2015, the FDA granted orphan drug designation to BLU-554 for the treatment of HCC. In addition, in March 2015, we entered into an agreement with Ventana Medical
Systems, Inc. to develop and commercialize an IHC assay as a companion diagnostic test for use with BLU-554 to identify HCC patients with aberrantly active FGFR4 signaling as indicated by FGF19
protein overexpression.
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Preclinical Development Programs
We are also developing BLU-667, a drug candidate that targets RET, a receptor tyrosine kinase that is abnormally activated by mutations or
translocations and RET resistant mutants that we predict will arise from treatment with first generation therapies. RET is a driver of disease in non-small cell lung cancer and cancers of the thyroid,
and our research suggests that RET may be a driver of disease in subsets of colon and breast cancer. In November 2016, we filed an Investigational New Drug, or IND, application for BLU-667 with the
FDA. Subject to the FDA approving our IND application for BLU-667 for the treatment of RET, we expect to initiate a Phase 1 clinical trial for BLU-667 in non-small cell lung cancer, thyroid
cancer and other advanced solid tumors in the first half of 2017.
In
September 2015, we announced a new discovery program targeting protein kinase cAMP-activated catalytic subunit alpha, or PRKACA, fusions for the treatment of fibrolamellar carcinoma,
or FLC, a rare and distinct subtype of liver cancer that typically arises in young adults. Currently, there are no approved therapies for FLC, and surgery is the only available treatment option for
some patients, but most patients inevitably progress.
We
will continue to leverage our platform to systematically and reproducibly identify kinases that are drivers of diseases in genomically defined patient populations and craft drug
candidates that potently and selectively target these kinases. Our goal is to file one IND application annually on average. We anticipate nominating at least one additional discovery program in 2017.
Collaboration Programs
In addition to our wholly-owned clinical and preclinical programs, we have leveraged our platform to enter into collaboration programs with
Alexion Pharma Holding, or Alexion, and F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., which we refer to collectively as Roche. In March 2015, we entered into an agreement
with Alexion to discover, develop and commercialize one or more drug candidates targeting an undisclosed rare genetic disease. In March 2016, we entered into an agreement with Roche to discover,
develop and commercialize up to five small molecule therapeutics targeting kinases believed to be important in cancer immunotherapy, as single products or possibly in combination with other
therapeutics. We will continue to evaluate additional collaborations that could maximize the value for our programs and allow us to leverage the expertise of strategic collaborators. We are also
focused on engaging in collaborations to capitalize on our platform outside of our primary strategic focus area of cancer.
Recent Developments
As of September 30, 2016, we had cash, cash equivalents and investments of $152.5 million. We expect that our cash, cash
equivalents and investments balance will be at least $125 million at December 31, 2016, before giving effect to the sale of $125,000,000 of common stock in this offering.
Implications of Being an Emerging Growth Company
We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging
growth company until the earlier of (i) December 31, 2020; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more;
(iii) the date on which we have issued more than $1 billion in
nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, which
means the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30th of the previous year. For so long as we remain an emerging growth company,
we are
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permitted
and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.
Company Information
We were incorporated in Delaware in October 2008. Our mailing address and executive offices are located at 38 Sidney Street, Suite 200,
Cambridge, Massachusetts, 02139, and our telephone number is (617) 374-7580. We maintain an Internet website at the following address: www.blueprintmedicines.com. The information on, or that
can be accessed through, our website does not constitute part of this prospectus supplement or the accompanying prospectus, and you should not rely on any such information in making the decision
whether to purchase our common stock. Our common stock trades on The NASDAQ Global Select Market under the symbol "BPMC".
The
trademarks, trade names and services marks appearing in this prospectus supplement and the accompanying prospectus are the property of their respective owners. Solely for
convenience, the trademarks and trade names in this prospectus may be referred to without the ® and symbols, but such references should not be construed as any
indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
S-12
Table of Contents
THE OFFERING
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|
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Common stock offered by us
|
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$125,000,000 of shares
|
Common stock outstanding following the offering
|
|
31,670,557 shares, which is based on an offering of $125,000,000 of shares of our common stock at an assumed offering price of $28.65 per
share, the last reported sale price of our common stock on The NASDAQ Global Select Market on December 5, 2016
|
Underwriters' option to purchase additional shares
|
|
We have granted the underwriters an option to purchase up to an additional $18,750,000 of shares of common stock. The underwriters can
exercise this option at any time within 30 days from the date of this prospectus supplement.
|
Use of proceeds
|
|
We estimate the net proceeds from this offering will be approximately $116.9 million (or approximately $134.5 million if the
underwriters exercise their option to purchase additional shares in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for to
fund the initiation of additional clinical trials of BLU-285 in advanced GIST and complete the expansion stage of our ongoing Phase 1 clinical trial for BLU-285 in advanced SM; to fund the initiation of additional clinical trials of BLU-554 in
advanced HCC; to partially fund the clinical development of BLU-667 in RET-driven cancers; to fund new and ongoing research and development activities; and the balance, if any, to fund working capital, capital expenditures and other general corporate
purposes. See "Use of Proceeds" for additional information.
|
Risk factors
|
|
Investing in our common stock involves risks. See "Risk Factors" beginning on page S-15 of this prospectus supplement and other
information included or incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in our securities.
|
The NASDAQ Global Select Market symbol
|
|
"BPMC"
|
The
number of shares of our common stock to be outstanding after the offering is based on 27,307,556 shares of common stock outstanding as of September 30, 2016, and assumes the
sale of $125,000,000 of shares of common stock at an assumed offering price of $28.65 per share, the last reported sale price of our common stock on The NASDAQ Global Select Market on
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December 5,
2016, including 13,633 shares that are subject to repurchase by us and are not considered outstanding for accounting purposes until vested, and
excludes:
-
-
2,457,260 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2016, at a weighted average
exercise price of $9.52 per share;
-
-
1,773,024 shares of common stock reserved for future issuance under our 2015 Stock Option and Incentive Plan, or the 2015 Plan, as of
September 30, 2016, plus any future increases in the number of shares of common stock reserved for issuance under the 2015 Plan pursuant to the evergreen provision of the 2015 Plan; and
-
-
503,881 shares of common stock reserved for future issuance under our 2015 Employee Stock Purchase Plan as of September 30, 2016.
Except
as otherwise indicated, all information in this prospectus supplement assumes:
-
-
no exercise by the underwriters of their option to purchase additional shares of common stock in this offering; and
-
-
no exercise of stock options after September 30, 2016.
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Table of Contents
RISK FACTORS
Investing in our common stock involves significant risks. In addition to the other information contained in this
prospectus supplement, the accompanying prospectus and in the documents that we have incorporated by reference, you should carefully consider the risks discussed below and under the heading "Risk
Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 11, 2016, and in our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016, filed with the SEC on November 10, 2016, as updated by our subsequent filings under the Exchange Act, before making a decision about investing in
our common stock. Such risks and uncertainties and those discussed below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as
immaterial, may also harm our business. If any of these risks occur, our business, financial condition and operating results could be harmed, the trading price of our common stock could decline and
you could lose part or all of your investment.
Risks Related to Our Common Stock and this Offering
The price of our common stock historically has been and may in the future be volatile and fluctuate
substantially, which may affect the price at which you could sell the common stock.
Our stock price has been and in the future may be subject to substantial volatility. In addition, the stock market in general, and NASDAQ
listed and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these
companies. For example, our stock traded within a range of a high price of $38.33 and a low price of $13.04 per share for the period beginning on April 30, 2015, our first day of trading
on The NASDAQ Global Select Market, through December 5, 2016. As a result of this volatility, our stockholders could incur substantial losses. In addition, the market price for our common stock
may be influenced by many factors, including:
-
-
the success of competitive drugs or technologies;
-
-
results of clinical trials of our drug candidates or those of our competitors;
-
-
regulatory or legal developments in the United States and other countries;
-
-
developments or disputes concerning patent applications, issued patents or other proprietary rights;
-
-
the recruitment or departure of key personnel;
-
-
the level of expenses related to any of our drug candidates or clinical development programs;
-
-
the results of our efforts to discover, develop, acquire or in-license additional drug candidates or drugs;
-
-
actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
-
-
variations in our financial results or those of companies that are perceived to be similar to us;
-
-
changes in the structure of healthcare payment systems;
-
-
market conditions in the pharmaceutical and biotechnology sectors;
-
-
general economic, industry and market conditions; and
-
-
the other factors described in this "Risk Factors" section.
S-15
Table of Contents
These
and other market and industry factors may cause the market price and demand for our common stock to fluctuate substantially, regardless of our actual operating performance, which
may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In the past, when the market price of a stock
has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could
incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management.
We have broad discretion in how we use the proceeds of this offering, as well as our existing cash, cash
equivalents and investments, and may not use them effectively, which could affect our results of operations and cause our stock price to decline.
We will have considerable discretion in the application of the net proceeds of this offering, including for any of the purposes described in
the section entitled "Use of Proceeds", as well as our existing cash, cash equivalents and investments, and you will be relying on the judgment of our management regarding such application. You will
not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. As a result, investors will be relying upon management's judgment with only
limited information about our specific intentions for the use of the balance of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or
any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
Our executive officers, directors, principal stockholders and their affiliates maintain the ability to
exercise significant influence over our company and all matters submitted to stockholders for approval.
The holdings of our executive officers, directors and stockholders who own more than 5% of our outstanding common stock, together with their
affiliates and related persons, represent beneficial ownership, in the aggregate, of approximately 50% of our common stock, based on the number of shares of our common stock outstanding as
September 30, 2016. Upon the closing of this offering, the holdings of our executive officers, directors and stockholders who owned more than 5% of our outstanding common stock before this
offering, together with their affiliates and related persons, will represent beneficial ownership, in the aggregate, of approximately 45% of our common stock (approximately 44% if the underwriters
exercise in full their option to purchase additional shares), based on the number of shares of our common stock outstanding as September 30, 2016. As a result, these stockholders, if they
choose to act together, will be able to influence our management and affairs and the outcome of matters submitted to our stockholders for approval, including the election of directors and any sale,
merger, consolidation, or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may
desire.
In
addition, this concentration of ownership might adversely affect the market price of our common stock by:
-
-
delaying, deferring or preventing a change of control of us;
-
-
impeding a merger, consolidation, takeover or other business combination involving us; or
-
-
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
S-16
Table of Contents
If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the
book value of your shares.
Investors purchasing shares of common stock in this offering will pay a price per share that substantially exceeds the as adjusted book value
per share of our tangible assets as of September 30, 2016 after subtracting our liabilities. As a result, investors purchasing shares of common stock in this offering will incur immediate
dilution of $21.88 per share, based on the difference between the assumed public offering price of $28.65 per share, which was the last reported sale price of our common stock on The
NASDAQ Global Select Market on December 5, 2016, and the as adjusted net tangible book value per share of our outstanding common stock as of September 30, 2016.
This
dilution is due to the substantially lower price paid by some of our investors who purchased shares prior to this offering as compared to the price offered to the public in this
offering, and the exercise of stock options granted to our employees. In addition, as of September 30, 2016, options to purchase 2,457,260 shares of our common stock at a weighted average
exercise price of $9.52 per share were outstanding. The exercise of any of these options would result in additional dilution. As a result of the dilution to investors purchasing shares in this
offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. Further, because we will need to raise additional
capital to fund our future activities, we may in the future sell substantial amounts of common stock or securities convertible into or exchangeable for common stock.
These
future issuances of common stock or common stock-related securities, together with the exercise of outstanding options and any additional shares issued in connection with
acquisitions, if any, may result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see "Dilution".
Sales of a substantial number of shares of our common stock in the public market could cause our stock price
to fall.
Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress
the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the
prevailing market price of our common stock.
In
addition, the sale of substantial amounts of our common stock could adversely impact its price. As of September 30, 2016, 29,764,816 shares of our common stock were
outstanding, including 13,633 shares that are subject to repurchase by us and are not considered outstanding for accounting purposes until vested and options to purchase 2,457,260 shares of our common
stock, of which 779,807 were exercisable as of that date. The sale or the availability for sale of a large number of shares of our common stock in the public market could cause the price of our common
stock to decline.
We,
along with our directors and executive officers, have agreed that for a period of 90 days after the date of this prospectus supplement, subject to specified exceptions, we or
they will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock. Holders of 5,453,753 shares of our common stock have agreed to such restrictions for a period of 60 days after the date of
this prospectus supplement. These lock-up periods affect approximately 6,140,383 shares of our common stock as of September 30, 2016. Sales of stock by any of our directors, executive
officers or principal stockholders could have a material adverse effect on the trading price of our common stock.
S-17
Table of Contents
Certain
holders of shares of our common stock are entitled to rights with respect to the registration of their shares under the Securities Act. See "Description of Capital
Stock Registration Rights". Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act,
except for shares purchased by affiliates. Any sales of securities by these stockholders could have a material adverse effect on the trading price of our common stock.
The market price of our common stock may be adversely affected by market conditions affecting the stock
markets in general, including price and trading fluctuations on The NASDAQ Global Select Market.
Market conditions may result in volatility in the level of, and fluctuations in, market prices of stocks generally and, in turn, our common
stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in our operating performance. The overall weakness in the economy
has recently contributed to the extreme volatility of the markets which may have an effect on the market price of our common stock.
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Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds we will receive from this offering will be approximately $116.9 million, after deducting estimated
underwriting discounts and commissions and estimated offering expenses payable by us, or approximately $134.5 million if the underwriters exercise in full their option to purchase $18,750,000
of additional shares of common stock.
As
of September 30, 2016, we had cash, cash equivalents and investments of $152.5 million.
We
intend to use the net proceeds from this offering, plus, if needed, existing cash, cash equivalents and investments, as follows:
-
-
approximately $30.0 million to $35.0 million to fund the initiation of additional clinical trials of BLU-285 in advanced GIST and
complete the expansion stage of our ongoing Phase 1 clinical trial for BLU-285 in advanced SM, including clinical research outsourcing, drug manufacturing, companion diagnostic development and
internal personnel costs;
-
-
approximately $15.0 million to $20.0 million to fund the initiation of additional clinical trials of BLU-554 in advanced HCC,
including clinical research outsourcing, drug manufacturing, companion diagnostic development and internal personnel costs;
-
-
approximately $15.0 million to $20.0 million to partially fund the clinical development of BLU-667 in RET-driven cancers,
including clinical research outsourcing, drug manufacturing, companion diagnostic development and internal personnel costs;
-
-
approximately $25.0 million to $30.0 million to fund new and ongoing research and development activities; and
-
-
the balance, if any, to fund working capital, capital expenditures and other general corporate purposes.
Based
on our current plans, we believe our cash, cash equivalents and investments, together with the net proceeds to us from this offering, but excluding any potential option fees and
milestone payments under our existing collaborations, will be sufficient to enable us to fund our operating expenses and capital expenditure requirements into the fourth quarter of 2018.
This
expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. As of the date of this prospectus supplement, we
cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering, the amounts that we will actually spend on the uses set forth above
or
the timing of such expenditures. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development efforts, the status
of and results from non-clinical studies and ongoing clinical trials or any clinical trials we may commence in the future, the scope and results of our regulatory activities, and the nature and scope
of our launch preparation activities, as well as any collaborations that we may enter into with third parties for our drug candidates and any unforeseen cash needs. As a result, our management will
retain broad discretion over the allocation of the net proceeds from this offering.
Pending
our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade,
interest-bearing instruments and U.S. government securities.
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Table of Contents
DILUTION
If you invest in our common stock in this offering, your ownership interest will be diluted to the extent of the difference between the price
per share of our common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.
As
of September 30, 2016, we had net tangible book value of approximately $97.7 million, or $3.58 per share of our common stock, based upon 27,307,556 shares of our common
stock outstanding as of that date (which includes 13,633 shares of unvested restricted stock subject to repurchase by us and are not considered outstanding for accounting purposes until vested).
Historical net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of outstanding shares of our common stock. Dilution in net tangible
book value per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the net tangible book value per share of our common stock
immediately after this offering.
After
giving effect to the sale of $125,000,000 of shares of common stock in this offering at the assumed public offering price of $28.65 per share, which was the last reported sale
price of our common stock on The NASDAQ Global Select Market on December 5, 2016, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by
us, our as adjusted net tangible book value as of September 30, 2016 would have been approximately
$214.6 million, or approximately $6.77 per share of common stock. This represents an immediate increase in as adjusted net tangible book value of $3.19 per share to our existing stockholders
and an immediate dilution of $21.88 per share to investors participating in this offering at the assumed public offering price, which was the last reported sale price of our common stock on The NASDAQ
Global Select Market on December 5, 2016.
Dilution
per share to new investors is determined by subtracting net tangible book value per share after this offering from the assumed public offering price per share paid by new
investors. The following table illustrates this per share dilution (assuming the underwriters do not exercise in full their option to purchase additional shares):
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Assumed public offering price per share
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$
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28.65
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Historical net tangible book value per share as of September 30, 2016
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$
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3.58
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Increase in net tangible book value per share attributable to new investors
|
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$
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3.19
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|
|
|
|
|
|
|
|
|
|
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As adjusted net tangible book value per share after this offering
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|
|
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$
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6.77
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|
|
|
|
|
|
|
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Dilution per share to new investors
|
|
|
|
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$
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21.88
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|
|
|
|
|
|
|
|
|
Each
$1.00 increase (decrease) in the assumed public offering price of $28.65 per share, the last reported sale price of our common stock on The NASDAQ Global Select Market on
December 5, 2016, would (decrease) increase the number of shares of common stock to be issued by us in this offering by (147,150) and 157,794, respectively, assuming the aggregate dollar amount
of shares offered by us, as set forth on the cover page of this prospectus supplement, remains the same. We may also increase or decrease the aggregate dollar amount of shares we are offering. Each
increase (decrease) of $1.0 million of shares offered by us would increase (decrease) the net proceeds of this offering by approximately $940,000, assuming that the assumed public offering
price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative
only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.
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Table of Contents
The
foregoing table and discussion is based on 27,307,556 shares of common stock outstanding as of September 30, 2016, including 13,633 shares that are subject to repurchase by
us and are not considered outstanding for accounting purposes until vested and excludes:
-
-
2,457,260 shares of common stock issuable upon the exercise of stock options outstanding as of September 30, 2016, at a weighted average
exercise price of $9.52 per share;
-
-
1,773,024 shares of common stock reserved for future issuance under the 2015 Plan as of September 30, 2016; and
-
-
503,881 shares of common stock reserved for future issuance under our 2015 Employee Stock Purchase Plan as of September 30, 2016.
If
the underwriters exercise in full their option to purchase an assumed $18,750,000 of additional shares of our common stock at the assumed public offering price of $28.65 per share,
which was the last reported sale price of our common stock on The NASDAQ Global Select Market on December 5, 2016, the as adjusted net tangible book value after this offering would be $7.18 per
share, representing an increase in net tangible book value of $3.60 per share to existing stockholders and immediate dilution in net tangible book value of $21.47 per share to investors purchasing our
common stock in this offering at the assumed public offering price of $28.65, which was the last reported sale price of our common stock on The NASDAQ Global Select Market on December 5, 2016.
To
the extent that any options are exercised, new options are issued under our equity incentive plans, or we otherwise issue additional shares of common stock in the future (including
shares issued in connection with acquisitions), there will be further dilution to new investors.
In
addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future
operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our
stockholders.
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Table of Contents
PRICE RANGE OF COMMON STOCK
Our common stock began trading on The NASDAQ Global Select Market under the symbol "BPMC" on April 30, 2015. Prior to that time, there
was no public market for our common stock. The following table sets forth the high and low sale prices per share of our common stock, as reported on The NASDAQ Global Select Market, for the periods
indicated:
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Sales prices
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High
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Low
|
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Year ended December 31, 2015
|
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|
|
|
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|
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Second quarter (from April 30, 2015)
|
|
$
|
37.17
|
|
$
|
18.00
|
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Third quarter
|
|
$
|
33.10
|
|
$
|
19.39
|
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Fourth quarter
|
|
$
|
27.00
|
|
$
|
19.08
|
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Year ending December 31, 2016
|
|
|
|
|
|
|
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First quarter
|
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$
|
25.99
|
|
$
|
13.04
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Second quarter
|
|
$
|
22.48
|
|
$
|
13.27
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Third quarter
|
|
$
|
29.90
|
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$
|
19.51
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Fourth quarter (through December 5, 2016)
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$
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38.33
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$
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26.42
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As
of December 5, 2016, there were 53 record holders of our common stock. The actual number of stockholders is greater than this number of record holders and includes
stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
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DIVIDEND POLICY
We have never declared or paid dividends on our capital stock. We do not anticipate paying any dividends on our capital stock in the
foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be
subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other
factors deemed relevant by our
board of directors. Investors should not purchase our common stock with the expectation of receiving cash dividends.
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Table of Contents
UNDERWRITING
We will enter into an underwriting agreement with the underwriters named below with respect to the shares being offered. Subject to certain
conditions, each underwriter will severally agree to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Morgan
Stanley & Co. LLC are acting as representatives of the underwriters.
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Underwriters
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Number of Shares
|
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Goldman, Sachs & Co.
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|
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Morgan Stanley & Co. LLC
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|
|
|
|
Cowen and Company, LLC
|
|
|
|
|
JMP Securities LLC
|
|
|
|
|
Wedbush Securities Inc.
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this
option is exercised.
The
underwriters have an option to buy up to $18,750,000 of additional shares of our common stock from us to cover sales by the underwriters of a greater number of shares than the total
number set forth in the table above. They may exercise this option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in
approximately the same proportion as set forth in the table above.
The
following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase up to $18,750,000 of additional shares of our common stock.
Paid by the Company
|
|
|
|
|
|
|
|
|
|
|
No Exercise
|
|
|
Full Exercise
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
$
|
|
|
$
|
|
|
Total
|
|
$
|
|
|
$
|
|
|
Shares
sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus supplement. Any shares sold by the
underwriters to securities dealers may be sold at a discount of up to $ per share from the public offering price. After the offering of the shares, the representatives may
change the
offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or
in part.
We
and our officers and directors have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or
exchangeable for shares of common stock during the period from the date of this prospectus supplement continuing through the date 90 days after the date of this prospectus supplement, except with the
prior written consent of the representatives. Holders of 5,453,753 shares of our common stock have agreed to such restrictions for a period of 60 days. The lock-up restrictions are subject to certain
exceptions, including transfers of shares of our common stock (i) acquired in this offering, except for shares acquired by our directors or officers; (ii) acquired in the open market
following the completion of this offering; (iii) as a bona fide gift, to a trust for the benefit of the holder or his or her immediate family, by will or intestate succession, or by operation
of law; (iv) to
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an
affiliate of the holder or as part of a distribution without consideration to a holder's stockholders, partners, members or other equity holders; (v) in connection with an exercise for cash
of options to purchase our common stock, the "net exercise" or "cashless" exercise of such options within 90 days of the expiration of such options, and any transfer for the payment of taxes due as
result of such exercise; and (vi) in connection with establishing a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The representatives, in
their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.
Our
common stock is publicly traded on The NASDAQ Global Select Market under the symbol "BPMC".
In
connection with this offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short
position represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is a short position that is not greater than the amount of additional shares
for which the underwriters' option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing
shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in
the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. "Naked" short sales are any short sales that create a short position
greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A
naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could
adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the
completion of the offering.
The
underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the
representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.
Purchases
to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a
decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the
price
of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at
any time. These transactions may be effected on The NASDAQ Global Select Market, in the over-the-counter market or otherwise.
The
underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.
We
estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $650,000. We have agreed to reimburse the
underwriters for certain of their expenses in an amount up to $50,000.
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We
have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The
underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment
banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the
underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they
received or will receive customary fees and expenses.
In
the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array
of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their
customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or
persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short
positions in such assets, securities and instruments.
European Economic Area
In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a Relevant Member State),
each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation
Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at
any time:
-
-
to any legal entity that is a qualified investor as defined in the Prospectus Directive;
-
-
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or
legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for
any such offer; or
-
-
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common
stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For
the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in
that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant
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Member
State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure
in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
United Kingdom
Each underwriter has represented and agreed that:
-
-
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of
the FSMA does not apply to the issuer; and
-
-
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in,
from or otherwise involving the United Kingdom.
France
Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance
procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the
Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this
prospectus nor any other offering material relating to the shares has been or will be:
-
-
released, issued, distributed or caused to be released, issued or distributed to the public in France; or
-
-
used in connection with any offer for subscription or sale of the shares to the public in France.
Such
offers, sales and distributions will be made in France only:
-
-
to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs),
in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier;
-
-
to investment services providers authorized to engage in portfolio management on behalf of third parties; or
-
-
in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code
monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des
Marchés Financiers, does not constitute a public offer (appel public à l'épargne).
The
shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code
monétaire et financier.
Australia
No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of Australia ("Corporations Act")) in relation to the
common stock has been or will be lodged with the Australian Securities & Investments Commission ("ASIC"). This document has not been lodged with
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ASIC
and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:
-
-
you confirm and warrant that you are either:
-
-
a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;
-
-
a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an
accountant's certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
-
-
a person associated with the company under section 708(12) of the Corporations Act; or
-
-
a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent
that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this document
is void and incapable of acceptance; and
-
-
you warrant and agree that you will not offer any of the common stock for resale in Australia within 12 months of that common stock
being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
Hong Kong
The shares may not be offered or sold by means of any document other than (i) in circumstances that do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of
Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32, Laws of
Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or
elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571,
Laws of Hong Kong) and any rules made thereunder.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of
the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
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Where
the shares are subscribed or purchased under Section 275 by a relevant person that is: (a) a corporation (which is not an accredited investor) the sole business of
which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an
accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the
beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except:
(1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified
in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Japan
The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments
and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly in Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to
a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
Israel
In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of common stock under the Israeli
Securities Law, 5728-1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli
Securities Law, 5728-1968, including,
inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the "Addressed Investors"); or (ii) the offer is made,
distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728-1968, subject to certain conditions (the "Qualified Investors"). The Qualified
Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. The company has not and will not
take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728-1968. We have not and will not distribute this prospectus or make,
distribute or direct an offer to subscribe for our common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified
Investors may have to submit written evidence that they meet the definitions set out in the First Addendum to the Israeli Securities Law, 5728-1968. In particular, we may
request, as a condition to be offered common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor
falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728-1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities
Law, 5728-1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728-1968 and the regulations promulgated
thereunder in connection with the offer to be issued common stock; (iv) that the shares of common stock that it will be issued are, subject to exemptions available under the Israeli Securities
Law, 5728-1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other
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Table of Contents
than
in accordance with the provisions of the Israeli Securities Law, 5728-1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may
have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor's name, address and passport number or Israeli
identification number.
Canada
The common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a
legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National
Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this offering.
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Table of Contents
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock to
non-U.S. holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of
1986, as amended, or the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed or subject to
differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the
Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such
statements and conclusions.
This
summary also does not address the tax considerations arising under the laws of any U.S. state or local or any non-U.S. jurisdiction, U.S. federal estate or gift tax laws, the
Medicare tax on net investment income or any alternative minimum tax consequences. In addition, this discussion does not address tax considerations applicable to an investor's particular circumstances
or to investors that may be subject to special tax rules, including, without limitation:
-
-
banks, insurance companies or other financial institutions;
-
-
tax-exempt organizations;
-
-
dealers in securities or currencies;
-
-
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
-
-
persons that own, or are deemed to own, more than five percent of our capital stock;
-
-
certain former citizens or long-term residents of the United States;
-
-
persons who hold our common stock as a position in a hedging transaction, "straddle", "conversion transaction" or other risk reduction
transaction;
-
-
persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment
purposes);
-
-
S corporations, partnerships, or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (or investors in
any such entities);
-
-
persons deemed to sell our common stock under the constructive sale provisions of the Code;
-
-
regulated investment companies or real estate investment trusts;
-
-
pension plans;
-
-
controlled foreign corporations;
-
-
passive foreign investment companies; or
-
-
persons that acquire our common stock as compensation for services.
In
addition, if a partnership, including any entity or arrangement classified as a partnership for U.S. federal income tax purposes, holds our common stock, the tax treatment of a
partner in such partnership generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such
partnerships, should consult their tax advisors.
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Table of Contents
You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax
consequences of the purchase, ownership and disposition of our common stock arising under the U.S. federal estate or gift tax rules or under the laws of any U.S. state or local or any non-U.S. or
other taxing jurisdiction or under any applicable tax treaty.
Non-U.S. Holder Defined
For purposes of this discussion, you are a non-U.S. holder if you are a beneficial owner of our common stock that is for United States federal
income tax purposes (i) a foreign corporation, (ii) a nonresident alien individual, (iii) a foreign estate, the income of which, if from sources without the United States and not
effectively connected with the conduct of a trade or business within the United States, is not subject to tax in the United States; or (iv) a trust that has not made an election to be treated
as a U.S. holder under applicable Treasury regulations and that either (A) is not subject to the primary jurisdiction of a court within the United States, or (B) is not subject to the
substantial control of one or more United States persons.
Distributions
As discussed under "Dividend Policy", above, we do not anticipate paying any dividends on our capital stock in the foreseeable future. If we
were to make distributions on our common stock, those payments will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our
accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of
stock, subject to the tax treatment described in the discussion below regarding taxable dispositions of our common stock. Any such distributions would also be subject to the discussions below
regarding backup withholding and FATCA.
Subject
to the discussion below regarding a dividend received by you that is effectively connected with the conduct of a U.S. trade or business, a dividend paid to you generally will be
subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced
treaty rate, you must provide us with a valid IRS Form W-8BEN, IRS Form W-8-BEN-E or another appropriate version of IRS Form W-8 (or a successor form), in each case, certifying
qualification for the reduced rate.
Dividends
received by you that are effectively connected with the conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, are attributable to a
permanent establishment maintained by you in the United States) generally are exempt from such withholding tax. In order to obtain this exemption, you must provide us with a valid IRS
Form W-8ECI or successor form or other applicable IRS Form W-8 properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are
taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits, subject to an applicable income tax treaty providing otherwise. In addition, if you are a corporate
non-U.S. holder, you may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty on your earnings and profits in respect of
such effectively connected dividend income.
If
you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may be able to obtain a refund of any excess amounts currently withheld if you file an
appropriate claim for refund with the IRS.
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Gain on Sale or Other Taxable Disposition of Common Stock
Subject to the discussion below regarding backup withholding and FATCA, a non-U.S. Holder generally will not be required to pay U.S. federal
income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:
-
-
the gain is effectively connected with the conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, the gain
is attributable to a permanent establishment maintained by you in the U.S.), in which case you will be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal
income tax rates, and for a non-U.S. holder that is a corporation, such non-U.S. holder may be subject to the branch profits tax on any earnings and profits attributable to such gains at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty;
-
-
you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the taxable year
in which the sale or disposition occurs and certain other conditions are met, in which case you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by
certain U.S. source capital losses in the taxable year of disposition (even though you are not considered a resident of the United States) (subject to applicable income tax or other treaties); or
-
-
our common stock constitutes a U.S. real property interest by reason of our status as a "U.S. real property holding corporation" for U.S.
federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock. We believe that we are not
currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of
our other real property and business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly
traded on an established securities market (as determined under the Code), such common stock will be treated as U.S. real property interests only if you actually or constructively hold more than five
percent of such regularly traded common stock at any time during the applicable period that is specified in the Code.
Backup Withholding and Information Reporting
Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if
any. A similar report will generally be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of
residence.
Payments
of dividends or of proceeds on the disposition of stock made to you may be subject to additional information reporting and backup withholding at the then applicable rate unless
you establish an exemption, for example by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate version of IRS Form W-8 (or a
successor form). Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S.
person.
Backup
withholding is not an additional tax; rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.
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Foreign Account Tax Compliance Act ("FATCA")
Provisions commonly referred to as "FATCA" may impose withholding tax on certain types of payments made to "foreign financial institutions" and
certain other non-U.S. entities. The legislation imposes a 30% withholding tax on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a foreign financial
institution or to certain non-financial foreign entities, unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial
foreign entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner and such entity meets certain other specified
requirements, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution
and is subject to the requirements in (i) above, it must enter into an agreement with the U.S. Treasury requiring, among other things, that it undertake to identify
accounts held by certain U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to account holders whose actions prevent it
from complying with these reporting and other requirements. If the country in which a payee is resident has entered into an "intergovernmental agreement" with the United States regarding FATCA, that
agreement may permit the payee to report to that country rather than to the U.S. Treasury. Under final regulations and published guidance, the obligation to withhold from payments made to a foreign
financial institution or a foreign non-financial entity under the new legislation with respect to dividends on our common stock are currently in effect, but with respect to the gross proceeds of a
sale or other disposition of our common stock will not begin until January 1, 2019. Prospective investors should consult their tax advisors regarding FATCA.
The preceding discussion of U.S. federal income tax considerations is for general information only. It is not tax advice. Each prospective investor should
consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences of purchasing, holding and disposing of our common stock, including the consequences of
any proposed change in applicable laws.
S-34
Table of Contents
LEGAL MATTERS
Certain legal matters with respect to the securities offered by this prospectus supplement will be passed upon for us by Goodwin
Procter LLP, Boston, Massachusetts. Certain legal matters will be passed upon for the underwriters by Latham & Watkins LLP.
EXPERTS
The consolidated financial statements of Blueprint Medicines Corporation appearing in Blueprint Medicines Corporation's Annual Report on
Form 10-K for the year ended December 31, 2015 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of said firm as experts in
auditing and accounting.
S-35
PROSPECTUS
$250,000,000
Blueprint Medicines Corporation
Debt Securities
Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Purchase Contracts
Purchase Units
Warrants
We may offer and sell securities from time to time in one or more offerings of up to $250,000,000 in aggregate dollar amount. This prospectus
describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in one or more supplements to
this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or
amend information contained in this document. You should read this prospectus and any applicable prospectus supplement or amendment carefully before you invest in our securities.
We
may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters
and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement.
Our
common stock is listed on The NASDAQ Global Select Market under the symbol "BPMC."
Investing in these securities involves significant risks. See "Risk Factors" included in any accompanying prospectus supplement and in the
documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is July 25, 2016
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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1
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RISK FACTORS
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2
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WHERE YOU CAN FIND MORE INFORMATION
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3
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INCORPORATION BY REFERENCE
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3
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FORWARD-LOOKING STATEMENTS
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4
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BLUEPRINT MEDICINES CORPORATION
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5
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CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
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6
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USE OF PROCEEDS
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7
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DILUTION
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8
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DESCRIPTION OF CAPITAL STOCK
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9
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DESCRIPTION OF DEBT SECURITIES
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17
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DESCRIPTION OF DEPOSITARY SHARES
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31
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DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
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34
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DESCRIPTION OF WARRANTS
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35
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FORMS OF SECURITIES
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36
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PLAN OF DISTRIBUTION
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38
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LEGAL MATTERS
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41
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EXPERTS
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41
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC,
utilizing a "shelf" registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings
for an aggregate initial offering price of up to $250,000,000.
This
prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain
specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the
accompanying prospectus supplement together with the additional information described under the heading "Where You Can Find More Information" beginning on page 3 of this prospectus.
You
should rely only on the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus
filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities described in any accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities
in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by
reference and any related free
writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.
Unless otherwise stated, all references in this prospectus to "us," "our," "Blueprint," "Blueprint Medicines," "we," the "Company" and similar designations refer,
collectively, to Blueprint Medicines Corporation, a Delaware corporation, and its consolidated subsidiary, Blueprint Medicines Security Corporation.
1
RISK FACTORS
Investing in our securities involves significant risks. You should carefully consider the risks and uncertainties described in this prospectus
and any accompanying prospectus supplement, including the risk factors set forth in our filings with the SEC that are incorporated by reference herein, including the risk factors in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2015 and any of our subsequent filings with the SEC, before making an investment decision pursuant to this prospectus and any
accompanying prospectus supplement relating to a specific offering.
Our
business, financial condition and results of operations could be materially and adversely affected by any or all of these risks or by additional risks and uncertainties not presently
known to us or that we currently deem immaterial that may adversely affect us in the future.
2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.blueprintmedicines.com. Our website is not a part
of this prospectus and is not incorporated by reference in this prospectus. You may also read and copy any document we file at the SEC's Public Reference Room, 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.
This
prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiary and the securities we are offering. Statements
in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by
reference to these filings. You should review the complete document to evaluate these statements. You can obtain a copy of the registration statement from the SEC at the address listed above or from
the SEC's website.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we
are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in
this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously
incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File No. 001-37359) and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act (in each case, other than those documents or the portions of those documents not
deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following the effectiveness of the registration statement until the
offering of the securities under the registration statement is terminated or completed:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2015, including the information specifically incorporated by
reference into the Annual Report on Form 10-K from our definitive proxy statement (other than information furnished rather than filed) for the 2016 Annual Meeting of Stockholders, which was
filed with the SEC on April 28, 2016;
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Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016;
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Current Reports on Form 8-K filed on January 6, 2016, February 8, 2016, March 7, 2016, March 18, 2016
(solely with respect to Items 1.01 and 8.01) and April 15, 2016; and
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The description of our common stock contained in our Registration Statement on Form 8-A filed on April 27, 2015, including any
amendments or reports filed for the purpose of updating such description.
You
may request a copy of these filings, at no cost, by contacting us, either orally or in writing, at the following:
Blueprint
Medicines Corporation
38 Sidney Street, Suite 200
Cambridge, Massachusetts 02139
Attn: Investor Relations
Phone: (617) 714-6674
E-mail: ir@blueprintmedicines.com
3
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in this prospectus include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of historical facts, contained or
incorporated by reference in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by words such as "anticipate," "believe," "contemplate,"
"continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would" or the negative of these words or other comparable
terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements include, but are not limited to, statements about the initiation, timing, progress
and results of our pre-clinical studies and clinical trials, including our Phase 1 clinical trials for BLU-285 and BLU-554, and our research and development programs; our ability to advance
drug candidates into, and successfully complete, clinical trials; the accuracy of our estimates regarding expenses, future revenues and capital requirements; the timing or likelihood of regulatory
filings and approvals; the commercialization of our drug candidates, if approved; the pricing and reimbursement of our drug candidates, if approved; the implementation of our business model, strategic
plans for our business, drug candidates and technology; the scope of protection we are able to establish and maintain for intellectual property rights covering our drug candidates and technology;
estimates of our expenses, future revenues, capital requirements and our needs for additional financing; the potential benefits of our existing rare genetic disease collaboration with Alexion Pharma
Holding and our existing cancer immunotherapy collaboration with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., as well as our ability to enter into other strategic arrangements;
our ability to maintain and establish collaborations or obtain additional grant funding; our financial performance; and developments relating to our competitors and our industry.
Any
forward-looking statements contained or incorporated by reference in this prospectus reflect our current views with respect to future events or to our future financial performance
and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. See "Risk Factors" for more information. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or enter
into. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, whether as a result of new information, future events or otherwise.
4
BLUEPRINT MEDICINES CORPORATION
We are a biopharmaceutical company focused on improving the lives of patients with genomically defined diseases driven by abnormal kinase
activation. Our approach is to systematically and reproducibly identify kinases that are drivers of diseases in genomically defined patient populations and to craft drug candidates with therapeutic
windows that may provide significant and durable clinical responses to patients without adequate treatment options. This integrated biology and chemistry approach enables us to drug known kinases that
have been difficult to inhibit selectively and also identify, characterize and drug novel kinase targets. By focusing on diseases in genomically defined patient populations, we believe that we will
have a more efficient development path with a greater likelihood of success. Leveraging our novel target discovery engine, we have developed a robust small molecule drug pipeline in cancer and a rare
genetic disease.
Our
principal executive offices are located at 38 Sidney Street, Suite 200, Cambridge, Massachusetts 02139, and our telephone number is (617) 714-6674.
5
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated. You should read this table in
conjunction with the consolidated financial statements and notes incorporated by reference in this prospectus.
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Year Ended
December 31,
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Three Months
Ended
March 31,
2016
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2015
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2014
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2013
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Consolidated ratios of earnings to fixed charges
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N/A
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N/A
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N/A
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N/A
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For
purposes of calculating the consolidated ratios of earnings to fixed charges, earnings consist of net income (loss) plus fixed charges. Fixed charges include interest expense,
non-cash interest expense and the interest portion of rent expense which is deemed to be representative of the interest factor.
Our
earnings were insufficient to cover fixed charges by $15.5 million for the three months ended March 31, 2016, $52.8 million for the year ended
December 31, 2015, $40.3 million for the year ended December 31, 2014 and $20.9 million for the year ended December 31, 2013.
Our
ratios of earnings to combined fixed charges and preferred stock dividends for the periods indicated above are the same as our ratios of earnings to fixed charges set forth above.
6
USE OF PROCEEDS
We intend to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless the
applicable prospectus supplement provides otherwise. General corporate purposes may include research and development costs, the acquisition or licensing of other drugs or drug candidates, business or
technologies, repayment and refinancing of debt, working capital and capital expenditures. We may temporarily invest the net proceeds in a variety of capital preservation instruments, including
short-term, investment grade, interest bearing instruments and U.S. government securities, until they are used for their stated purpose. We have not determined the amount of net proceeds to be used
specifically for such purposes. As a result, management will retain broad discretion over the allocation of net proceeds.
7
DILUTION
If there is a material dilution of the purchasers' equity interest from the sale of common equity securities offered under this prospectus, we
will set forth in any prospectus supplement the following information regarding any such material dilution of the equity interests of purchasers purchasing securities in an offering under this
prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by the purchasers in the offering;
and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
8
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is intended as a summary only. This description is based upon, and is qualified by reference to,
our amended and restated certificate of incorporation, or certificate of incorporation, our amended and restated bylaws, or bylaws, and applicable provisions of the Delaware General Corporation Law.
This summary is not complete. You should read our certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for
the provisions that are important to you.
Our
authorized capital stock consists of 120,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, all of which
are undesignated. As of May 6, 2016, 27,238,661 shares of common stock were outstanding, and no shares of preferred stock were outstanding.
Common Stock
Annual Meeting.
Annual meetings of our stockholders are held on the date designated in accordance with our bylaws. Written notice must
be mailed to
each stockholder entitled to vote not less than ten nor more than 60 days before the date of the meeting. The presence in person or by proxy of the
holders of record of a majority of our issued and outstanding shares entitled to vote at such meeting constitutes a quorum for the transaction of business at meetings of the stockholders. Special
meetings of the stockholders may be called for any purpose by the board of directors and shall be called by the chairman of the board or the secretary upon the written request, stating the purpose of
such meeting, of the holders of a majority of the outstanding shares of all classes of capital stock entitled to vote at the meeting. Except as may be otherwise provided by applicable law, our
certificate of incorporation or our bylaws, all elections shall be decided by a plurality, and all other questions shall be decided by a majority, of the votes cast by stockholders entitled to vote
thereon at a duly held meeting of stockholders at which a quorum is present.
Voting Rights.
Each holder of common stock is entitled to one vote for each share held on all matters to be voted upon by stockholders.
Dividends.
The holders of common stock, after any preferences of holders of any preferred stock, are entitled to receive dividends when
and if
declared by the board of directors out of legally available funds.
Liquidation and Dissolution.
If we are liquidated or dissolved, the holders of the common stock will be entitled to share in our assets
available for
distribution to stockholders in proportion to the amount of common stock they own. The amount available for common stockholders is calculated after payment of liabilities. Holders of any preferred
stock will receive a preferential share of our assets before the holders of the common stock receive any assets.
Other Rights.
Holders of the common stock have no right to convert the stock into any other security, have the stock redeemed or
purchase additional
stock or to maintain their proportionate ownership interest. The common stock does not have cumulative voting rights. Holders of shares of the common stock are not required to make additional capital
contributions.
NASDAQ Global Select Market.
Our common stock is listed on The NASDAQ Global Select Market under the trading symbol "BPMC."
Transfer Agent and Registrar.
Computershare Trust Company, N.A. is the transfer agent and registrar for our common stock.
9
Preferred Stock
We are authorized to issue "blank check" preferred stock, which may be issued in one or more series upon authorization of our board of
directors. Our board of directors is authorized to fix the designation of the series, the number of authorized shares of the series, dividend rights and terms, conversion rights, voting rights,
redemption rights and terms, liquidation preferences and any other rights, powers, preferences and limitations applicable to each series of preferred stock. The authorized shares of our preferred
stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed.
If the approval of our stockholders is not required for the issuance of shares of our preferred stock, our board may determine not to seek stockholder approval. The specific terms of any series of
preferred stock offered pursuant to this prospectus will be described in the prospectus supplement relating to that series of preferred stock.
A
series of our preferred stock could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Our board of directors will make
any determination to issue shares of preferred stock based upon its judgment as to the best interests of our stockholders. Our board of directors, in so acting, could issue preferred stock having
terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of our board of directors, including a tender offer or other transaction that some,
or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of the stock.
The
preferred stock has the terms described below unless otherwise provided in the prospectus supplement relating to a particular series of preferred stock. You should read the
prospectus supplement relating to the particular series of preferred stock being offered for specific terms, including:
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the designation and stated value per share of the preferred stock and the number of shares offered;
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the amount of liquidation preference per share;
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the price at which the preferred stock will be issued;
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the dividend rate, or method of calculation of dividends, the dates on which dividends will be payable, whether dividends will be cumulative or
noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;
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any redemption or sinking fund provisions;
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if other than the currency of the United States, the currency or currencies including composite currencies in which the preferred stock is
denominated and/or in which payments will or may be payable;
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any conversion provisions;
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whether we have elected to offer depositary shares as described under "Description of Depositary Shares;" and
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any other rights, preferences, privileges, limitations and restrictions on the preferred stock.
The
preferred stock will, when issued, be fully paid and nonassessable. Unless otherwise provided in the applicable prospectus supplement, each series of preferred stock will rank
equally as to dividends and liquidation rights in all respects with each other series of preferred stock. The rights of holders of shares of each series of preferred stock will be subordinate to those
of our general creditors.
10
As
described under "Description of Depositary Shares," we may, at our option, with respect to any series of preferred stock, elect to offer fractional interests in shares of preferred
stock, and provide for the issuance of depositary receipts representing depositary shares, each of which will represent a fractional interest in a share of the series of preferred stock. The
fractional interest will be specified in the prospectus supplement relating to a particular series of preferred stock.
Rank.
Unless otherwise provided in the applicable prospectus supplement, the preferred stock will, with respect to dividend rights and
rights upon
our liquidation, dissolution or winding up of our affairs, rank:
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senior to our common stock and to all equity securities ranking junior to such preferred stock with respect to dividend rights or rights upon
our liquidation, dissolution or winding up of our affairs;
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on a parity with all equity securities issued by us, the terms of which specifically provide that such equity securities rank on a parity with
the preferred stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs; and
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junior to all equity securities issued by us, the terms of which specifically provide that such equity securities rank senior to the preferred
stock with respect to dividend rights or rights upon our liquidation, dissolution or winding up of our affairs.
The
term "equity securities" does not include convertible debt securities.
Dividends.
Holders of the preferred stock of each series will be entitled to receive, when, as and if declared by our board of
directors, cash
dividends at such rates and on such dates described in the prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of
calculation. The dividend rate may be fixed or variable or both. Dividends will be payable to the holders of record as they appear on our stock books on record dates fixed by our board of directors,
as specified in the applicable prospectus supplement.
Dividends
on any series of preferred stock may be cumulative or noncumulative, as described in the applicable prospectus supplement. If our board of directors does not declare a dividend
payable on a dividend payment date on any series of noncumulative preferred stock, then the holders of that noncumulative preferred stock will have no right to receive a dividend for that dividend
payment date, and we will have no obligation to pay the dividend accrued for that period, whether or not dividends on that series are declared payable on any future dividend payment dates. Dividends
on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified in the applicable prospectus supplement.
No
dividends may be declared or paid or funds set apart for the payment of any dividends on any parity securities unless full dividends have been paid or set apart for payment on the
preferred stock. If full dividends are not paid, the preferred stock will share dividends pro rata with the parity securities.
No
dividends may be declared or paid or funds set apart for the payment of dividends on any junior securities unless full dividends for all dividend periods terminating on or prior to
the date of the declaration or payment will have been paid or declared and a sum sufficient for the payment set apart for payment on the preferred stock.
Liquidation Preference.
Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, then, before we make
any
distribution or payment to the holders of any common stock or any other class or series of our capital stock ranking junior to the preferred stock in the distribution of
assets upon any liquidation, dissolution or winding up of our affairs, the holders of each series of preferred stock shall be entitled to receive out of assets legally available for distribution to
stockholders, liquidating distributions in the amount of the liquidation preference per share set forth in
11
the
prospectus supplement, plus any accrued and unpaid dividends thereon. Such dividends will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods.
Unless otherwise provided in the applicable prospectus supplement, after payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or claim to
any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the amount of the liquidating distributions
on all outstanding preferred stock and the corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or
series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital
stock will share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled.
Upon
any such liquidation, dissolution or winding up and if we have made liquidating distributions in full to all holders of preferred stock, we will distribute our remaining assets
among the holders of any other classes or series of capital stock ranking junior to the preferred stock according to their respective rights and preferences and, in each case, according to their
respective number of shares. For such purposes, our consolidation or merger with or into any other corporation, trust or entity, or the sale, lease or conveyance of all or substantially all of our
property or assets will not be deemed to constitute a liquidation, dissolution or winding up of our affairs.
Redemption.
If so provided in the applicable prospectus supplement, the preferred stock will be subject to mandatory redemption or
redemption at our
option, as a whole or in part, in each case upon the terms, at the times and at the redemption prices set forth in such prospectus supplement.
The
prospectus supplement relating to a series of preferred stock that is subject to mandatory redemption will specify the number of shares of preferred stock that shall be redeemed by
us in each year commencing after a date to be specified, at a redemption price per share to be specified, together with an amount equal to all accrued and unpaid dividends thereon to the date of
redemption. Unless the shares have a cumulative dividend, such accrued dividends will not include any accumulation in respect of unpaid dividends for prior dividend periods. We may pay the redemption
price in cash or other property, as specified in the applicable prospectus supplement. If the redemption price for preferred stock of any series is payable only from the net proceeds of the issuance
of shares of our capital stock, the terms of such preferred stock may provide that, if no such shares of our capital stock
shall have been issued or to the extent the net proceeds from any issuance are insufficient to pay in full the aggregate redemption price then due, such preferred stock shall automatically and
mandatorily be converted into the applicable shares of our capital stock pursuant to conversion provisions specified in the applicable prospectus supplement. Notwithstanding the foregoing, we will not
redeem any preferred stock of a series unless:
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if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds
to pay full cumulative dividends on the preferred stock for all past dividend periods and the then current dividend period; or
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if such series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set
aside funds to pay full dividends for the then current dividend period.
In
addition, we will not acquire any preferred stock of a series unless:
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if that series of preferred stock has a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set aside funds
to pay full cumulative dividends on all outstanding shares of such series of preferred stock for all past dividend periods and the then current dividend period; or
12
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if that series of preferred stock does not have a cumulative dividend, we have declared and paid or contemporaneously declare and pay or set
aside funds to pay full dividends on the preferred stock of such series for the then current dividend period.
However,
at any time we may purchase or acquire preferred stock of that series (1) pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding
preferred stock of such series or (2) by conversion into or exchange for shares of our capital stock ranking junior to the preferred stock of such series as to dividends and upon liquidation.
If
fewer than all of the outstanding shares of preferred stock of any series are to be redeemed, we will determine the number of shares that may be redeemed pro rata from the holders of
record of such shares in proportion to the number of such shares held or for which redemption is requested by such holder or by any other equitable manner that we determine. Such determination will
reflect adjustments to avoid redemption of fractional shares.
Unless
otherwise provided in the applicable prospectus supplement, we will mail notice of redemption at least 30 days but not more than 60 days before the redemption date
to each holder of record of preferred stock to be redeemed at the address shown on our stock transfer books. Each notice shall state:
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the redemption date;
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the number of shares and series of preferred stock to be redeemed;
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the redemption price;
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the place or places where certificates for such preferred stock are to be surrendered for payment of the redemption price;
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that dividends on the shares to be redeemed will cease to accrue on such redemption date;
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the date on which the holder's conversion rights, if any, as to such shares shall terminate; and
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the specific number of shares to be redeemed from each such holder if fewer than all the shares of any series are to be redeemed.
If
notice of redemption has been given and we have set aside the funds necessary for such redemption in trust for the benefit of the holders of any shares called for redemption, then
from and after the redemption date, dividends will cease to accrue on such shares, and all rights of the holders of such shares will terminate, except the right to receive the redemption price.
Voting Rights.
Holders of preferred stock will not have any voting rights, except as required by law or as indicated in the applicable
prospectus
supplement.
Unless
otherwise provided for under the terms of any series of preferred stock, no consent or vote of the holders of shares of preferred stock or any series thereof shall be required for
any amendment to our certificate of incorporation that would increase the number of authorized shares of preferred stock or the number of authorized shares of any series thereof or decrease the number
of authorized shares of preferred stock or the number of authorized shares of any series thereof (but not below the number of authorized shares of preferred stock or such series, as the case may be,
then outstanding).
Conversion Rights.
The terms and conditions, if any, upon which any series of preferred stock is convertible into our common stock will
be set forth
in the applicable prospectus supplement relating thereto. Such terms will include the number of shares of common stock into which the shares of preferred stock are convertible, the conversion price,
rate or manner of calculation thereof, the conversion period, provisions as to whether conversion will be at our option or at the option of the holders of the preferred stock, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the event of the redemption.
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Transfer Agent and Registrar.
The transfer agent and registrar for the preferred stock will be set forth in the applicable prospectus
supplement.
Effects of Authorized but Unissued Stock
We have shares of common stock and preferred stock available for future issuance without stockholder approval, subject to any limitations
imposed by the listing standards of The NASDAQ Global Select Market. We may utilize these additional shares for a variety of corporate purposes, including for future public offerings to raise
additional capital or facilitate corporate acquisitions or for payment as a dividend on our capital stock. The existence of unissued and unreserved common stock and preferred stock may enable our
board of directors to issue shares to persons friendly to current management or to issue preferred stock with terms that could have the effect of making it more difficult for a third party to acquire,
or could discourage a third party from seeking to acquire, a controlling interest in our company by means of a merger, tender offer, proxy contest or otherwise. In addition, if we issue preferred
stock, the issuance could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation.
Registration Rights
We entered into a second amended and restated investors' rights agreement, dated as of November 7, 2014, which we refer to as the
Investors' Rights Agreement, with the holders of shares of our common stock. Under the Investors' Rights Agreement, holders of registrable shares can demand that we file a registration
statement or request that their shares be included on a registration statement that we are otherwise filing, in either case, registering the resale of their shares of common stock. These registration
rights are subject to conditions and limitations, including the right, in certain circumstances, of the underwriters of an offering to limit the number of shares included in such registration and our
right, in certain circumstances, not to effect a requested registration on Form S-1 within 60 days before or 180 days following any offering of our securities or a requested
registration on Form S-3 within 30 days before or 90 days following any offering of our securities. The
registration rights will terminate upon the later of the date on which all registrable shares have been sold and May 5, 2020.
Demand Registration Rights.
The holders of at least a majority of our registrable shares may require us to file a registration
statement under
the Securities Act of 1933, as amended, or the Securities Act, on a Form S-1 or Form S-3, if available, at our expense with respect to the resale of their registrable shares, and we are
required to use our best efforts to effect the registration.
Piggyback Registration Rights.
If we propose to register any of our securities under the Securities Act for our own account or the
account of any
other holder, the holders of registrable shares are entitled to notice of such registration and to request that we include registrable shares for resale on such registration statement, subject to the
right of any underwriter to limit the number of shares included in such registration.
Expenses.
We will pay all registration expenses, other than underwriting discounts and commissions, related to any demand or piggyback
registration.
The Investors' Rights Agreement contains customary cross-indemnification provisions pursuant to which we are obligated to indemnify the selling stockholders in the event of misstatements or omissions
in the registration statement attributable to us except in the event of fraud and they are obligated to indemnify us for misstatements or omissions attributable to them.
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Provisions of our Certificate of Incorporation and Bylaws and Delaware Law That May Have Anti-takeover
Effects
Our certificate of incorporation and bylaws include a number of provisions that may have the effect of encouraging persons considering
unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items
described below.
Board Composition and Filling Vacancies.
In accordance with our certificate of incorporation, our board is divided into three classes
serving
three-year terms, with one class being elected each year. Our certificate of incorporation also provides that directors may be removed only for cause and then only by the affirmative vote of the
holders of 75% or more of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an
increase in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum.
No Written Consent of Stockholders.
Our certificate of incorporation provides that all stockholder actions
are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting.
Meetings of Stockholders.
Our bylaws provide that only a majority of the members of our board of directors then in office may call
special meetings
of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that may be
conducted at an annual meeting of stockholders to those matters properly brought before the meeting.
Advance Notice Requirements.
Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the
nomination of
candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to
our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days or
more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the bylaws. These provisions may
have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting
a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.
Amendment to Certificate of Incorporation and Bylaws.
As required by the Delaware General Corporation Law, any amendment of our
certificate of
incorporation must first be approved by a majority of our board of directors and, if required by law or our certificate of incorporation, thereafter be approved by a majority of the outstanding shares
entitled to vote on the amendment, and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder
action, directors, limitation of liability, exclusive jurisdiction of Delaware Courts and the amendment of our bylaws and certificate of incorporation must be approved by not less than 75% of the
outstanding shares entitled to vote on the amendment, and not less than 75% of the outstanding shares of each class entitled to vote thereon as a class. Our bylaws may be amended by the affirmative
vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws; and may also be amended by the affirmative vote of at least 75% of the outstanding shares
entitled to vote on the amendment, or, if the board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to
vote on the amendment, in each case voting together as a single class.
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Blank Check Preferred Stock.
Our certificate of incorporation provides for 5,000,000 authorized shares of preferred stock. The
existence of
authorized but unissued shares of preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer,
proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of us or
our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the
voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our certificate of incorporation grants our board of directors broad power to establish
the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution
to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or
preventing a change in control of us.
Section 203 of the Delaware General Corporation Law.
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a three-year period
following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes, among other things, a
merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person who, together with affiliates and associates,
owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation's voting stock. Under Section 203, a business combination between
a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
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before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in
the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are
directors and also officers, and employee stock plans, in some instances; or
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at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and
authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
A
Delaware corporation may "opt out" of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of
incorporation or bylaws resulting from a stockholders' amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or
other takeover or change in control attempts of us may be discouraged or prevented.
Exclusive Jurisdiction of Certain Actions.
Our certificate of incorporation requires, to the fullest extent permitted by law, that
derivative actions
brought in our name, actions against our directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware,
unless we otherwise consent. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the
provision may have the effect of discouraging lawsuits against our directors and officers.
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DESCRIPTION OF DEBT SECURITIES
We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities
collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the
extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus
that we authorize to be delivered. When we refer to "the Company," "we," "our," and "us" in this section, we mean Blueprint Medicines Corporation excluding, unless the context otherwise requires or as
otherwise expressly stated, our subsidiaries.
We
may issue senior debt securities from time to time, in one or more series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus
supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under a subordinated indenture to be entered into between us and
a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the
registration statement of which this prospectus forms a part. Together, the senior indenture and the subordinated indenture are referred to as the indentures and, together, the senior trustee
and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the
indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of
the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to
the registration statement of which this prospectus forms a part for additional information. As used in this prospectus, the term "debt securities" includes the debt securities being offered by
this prospectus and all other debt securities issued by us under the indentures.
General
The indentures:
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do not limit the amount of debt securities that we may issue;
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allow us to issue debt securities in one or more series;
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do not require us to issue all of the debt securities of a series at the same time;
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allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and
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provide that the debt securities will be unsecured, except as may be set forth in the applicable prospectus supplement.
Unless
otherwise provided in the applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and
unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under
"Subordination" and in the applicable prospectus supplement.
Each
indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may
be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustee with respect to different series of
debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the
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trust
administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect
to,
and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.
The
prospectus supplement for each offering will provide the following terms, where applicable:
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the title of the debt securities and whether they are senior or subordinated;
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the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of
the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized;
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the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount
thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities
that is convertible into common stock or other securities of ours or the method by which any such portion shall be determined;
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if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion
period and any applicable limitations on the ownership or transferability of common stock or other securities of ours received on conversion;
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the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable;
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the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined;
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the date or dates, or the method for determining the date or dates, from which interest will accrue;
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the dates on which interest will be payable;
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the record dates for interest payment dates, or the method by which such dates will be determine;
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the persons to whom interest will be payable;
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the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
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any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security
as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount;
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the place or places where the principal of, and any premium or make-whole amount, and interest on, the debt securities will be payable;
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where the debt securities may be surrendered for registration of transfer or conversion or exchange;
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where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served;
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the times, prices and other terms and conditions upon which we may redeem the debt securities;
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any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of
holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such obligation;
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the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign
currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign
currency in United States dollars;
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whether the principal of, and any premium or make-whole amount, or interest on, the debt securities of the series are to be payable, at our
election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions;
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whether the amount of payments of principal of, and any premium or make-whole amount, or interest on, the debt securities may be determined
according to an index, formula or other method and how such amounts will be determined;
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whether the debt securities will be in registered form, bearer form, or both, and (i) if in registered form, the person to whom any
interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (ii) if in bearer form,
the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity;
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any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of
the series may be exchanged for securities in registered form of the series and vice versa, if permitted by applicable laws and regulations;
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whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series
are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may, or shall be required to, exchange
their interests for other debt securities of the series, and the manner in which interest shall be paid;
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the identity of the depositary for securities in registered form, if such series are to be issuable as a global security;
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the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of
the first security of the series to be issued;
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the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture;
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whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or
governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment;
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whether and under what circumstances the debt securities being offered are convertible into common stock or other securities of ours, as the
case may be, including the conversion price or rate and the manner or calculation thereof;
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the circumstances, if any, specified in the applicable prospectus supplement, under which beneficial owners of interests in the global security
may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form;
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any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus
supplement;
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if the debt securities of such series are to be issuable in definitive form only upon receipt of certain certificates or other documents or
satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions;
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the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt
securities of the class necessary to require the trustee to take action;
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any deletions from, modifications of or additions to our events of default or covenants with regard to such debt securities and any change in
the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable;
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applicable CUSIP numbers; and
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any other terms of such debt securities not inconsistent with the provisions of the applicable indenture.
We
may issue debt securities that provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We
refer to any such debt securities throughout this prospectus as "original issue discount securities." The applicable prospectus supplement will describe the United States federal income tax
consequences and other relevant considerations applicable to original issue discount securities.
We
also may issue indexed debt securities. Payments of principal of, and premium and interest on, indexed debt securities are determined with reference to the rate of exchange between
the currency or currency unit in which the debt security is denominated and any other currency or currency unit specified by us, to the relationship between two or more currencies or currency units or
by other similar methods or formulas specified in the prospectus supplement.
Except
as described under "Merger, Consolidation or Sale of Assets" or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions
that (i) would limit our ability to incur indebtedness or (ii) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction
involving us, or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the
future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our
indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.
Our
governing instruments do not define the term "substantially all" as it relates to the sale of assets. Additionally, Delaware cases interpreting the term "substantially all" rely upon
the facts and circumstances of each particular case. Consequently, to determine whether a sale of "substantially all" of our assets has occurred, a holder of debt securities must review the financial
and other information that we have disclosed to the public.
We
will provide you with more information in the applicable prospectus supplement regarding any deletions, modifications, or additions to the events of default or covenants that are
described below, including any addition of a covenant or other provision providing event risk or similar protection.
Payment
Unless otherwise provided in the applicable prospectus supplement, the principal of, and any premium or make-whole amount, and interest on, any
series of the debt securities will be payable at
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the
corporate trust office of the trustee. We will provide you with the address of the trustee in the applicable prospectus supplement. We may also pay interest by mailing a check to the address of
the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.
All
monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium or make-whole amount, or interest on, any debt security will be repaid to us if
unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for
payment, without payment of interest for the period which we hold the funds.
Denomination, Interest, Registration and Transfer
Unless otherwise provided in the applicable prospectus supplement, the debt securities of any series will be issuable in denominations of $1,000
and integral multiples of $1,000.
Subject
to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a
holder of debt securities of any series may:
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exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind
upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and
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surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any
transfer agent that we designate for such purpose.
Every
debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer satisfactory to the applicable trustee
or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but we or the trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially
designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent
acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents for any series of debt securities.
Neither
we, nor any trustee, will be required to:
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issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days
before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing;
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register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the
unredeemed portion of any debt security being redeemed in part; and
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issue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the
portion, if any, of such debt security not to be so repaid.
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Merger, Consolidation or Sale of Assets
The indentures provide that we may, without the consent of the holders of any outstanding debt securities, (i) consolidate with,
(ii) sell, lease or convey all or substantially all of our assets to, or (iii) merge with or into, any other entity provided that:
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either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (a) to pay the principal of, and
any premium or make-whole amount, and interest on, all of the debt securities and (b) to duly perform and observe all of the covenants and conditions contained in each indenture;
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after giving effect to the transaction, there is no event of default under the indentures and no event which, after notice or the lapse of
time, or both, would become such an event of default, occurs and continues; and
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an officers' certificate and legal opinion covering such conditions are delivered to each applicable trustee.
Covenants
Existence.
Except as described under "Merger, Consolidation or Sale of Assets," the indentures require us to do or cause to be
done all
things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that
any right or franchise is no longer desirable in the conduct of our business.
Payment of taxes and other claims.
The indentures require us to pay, discharge or cause to be paid or discharged, before they become
delinquent
(i) all taxes, assessments and governmental charges levied or imposed on us, our subsidiaries or our subsidiaries' income, profits or property, and (ii) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Provision of financial information.
The indentures require us to (i) within 15 days of each of the respective dates by which
we are
required to file our annual reports, quarterly reports and other documents with the SEC, file with the trustee copies of the annual report, quarterly report and other documents that we file with the
SEC under Section 13 or 15(d) of the Exchange Act, (ii) file with the trustee and the SEC any additional information, documents and reports regarding compliance by us with the conditions
and covenants of the indentures, as required, (iii) within 30 days after the filing with the trustee, mail to all holders of debt securities, as their names and addresses appear in the
applicable register for such debt securities, without cost to such holders, summaries of any documents and reports required to be filed by us pursuant to (i) and (ii) above, and
(iv) supply, promptly upon written request and payment of the reasonable cost of duplication and delivery, copies of such documents to any prospective holder.
Additional covenants.
The applicable prospectus supplement will set forth any additional covenants relating to any series of debt
securities.
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Events of Default, Notice and Waiver
Unless the applicable prospectus supplement states otherwise, when we refer to "events of default" as defined in the indentures with respect to
any series of debt securities, we mean:
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default in the payment of any installment of interest on any debt security of such series continuing for 30 days;
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default in the payment of principal of, or any premium or make-whole amount on, any debt security of such series for five business days at its
stated maturity;
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default in making any sinking fund payment as required for any debt security of such series for five business days;
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default in the performance or breach of any covenant or warranty in the debt securities or in the indenture by us continuing for 60 days
after written notice as provided in the applicable indenture, but not of a covenant added to the indenture solely for the benefit of a series of debt securities issued thereunder other than such
series;
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a default under any bond, debenture, note, mortgage, indenture or instrument: (i) having an aggregate principal amount of at least
$30,000,000; or (ii) under which there may be issued, secured or evidenced any existing or later created indebtedness for money borrowed by us or our subsidiaries, if we are directly
responsible or liable as obligor or guarantor,
if
the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within 30 days after notice to the issuing company specifying such default. Such notice shall be given to us by the trustee, or to us and the trustee by the
holders of at least 10% in principal amount of the outstanding debt securities of that series. The written notice shall specify such default and require us to cause such indebtedness to be discharged
or cause such acceleration to be rescinded or annulled and shall state that such notice is a "Notice of Default" under such indenture;
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bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or any significant subsidiary of
ours; and
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any other event of default provided with respect to a particular series of debt securities.
When
we use the term "significant subsidiary," we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act.
If
an event of default occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount
of the debt securities of that series will have the right to declare the principal amount of all the debt securities of that series to be due and payable. If the debt securities of that series are
original issue discount securities or indexed securities, then the applicable trustee or the holders of 25% or more in principal amount of the debt securities of that series will have the right to
declare the portion of the principal amount as may be specified in the terms thereof to be due and payable. However, at any time after such a declaration of acceleration has been made, but before a
judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of
all debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:
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we have deposited with the applicable trustee all required payments of the principal, any premium or make-whole amount, interest and, to the
extent permitted by law, interest on overdue installment of interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and
23
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all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium or make-whole
amount, have been cured or waived.
The
indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under
the applicable indenture may, on behalf of all holders, waive any past default with respect to such series and its consequences, except a default:
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in the payment of the principal, any premium or make-whole amount, or interest;
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in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the
holders of the outstanding debt security that is affected by the default; or
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in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent.
The
indentures require each trustee to give notice to the holders of debt securities within 90 days of a default unless such default has been cured or waived. However, the trustee
may withhold notice if specified persons of such trustee consider such withholding to be in the interest of the holders of debt securities. The trustee may not withhold notice of a default in the
payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.
The
indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the
indenture, unless the trustee fails to act for a period of 60 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders
of 25% or more in principal amount of the outstanding debt securities of such series, as well as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent
any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium or make-whole amount, and interest on, such debt securities at the respective
due dates thereof.
The
indentures provide that, subject to provisions in each indenture relating to its duties in the case of a default, a trustee has no obligation to exercise any of its rights or powers
at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The
holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse
to follow any direction which:
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is in conflict with any law or the applicable indenture;
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may involve the trustee in personal liability; or
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may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding.
Within
120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers, stating whether
or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.
24
Modification of the Indentures
The indentures provide that modifications and amendments may be made only with the consent of the affected holders of a majority in principal
amount of all outstanding debt securities issued under that indenture. However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the
modification or amendment:
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change the stated maturity of the principal of, or any premium or make-whole amount on, or any installment of principal of or interest on, any
such debt security;
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reduce the principal amount of, the rate or amount of interest on, or any premium or make-whole amount payable on redemption of, any such debt
security;
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reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the
maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security;
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change the place of payment or the coin or currency for payment of principal of, or any premium or make-whole amount, or interest on, any such
debt security;
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impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security;
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reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect
to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable
indenture; and
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modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to
increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security.
The
holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive, insofar
as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.
We
and our respective trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following
purposes:
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to evidence the succession of another person to us as obligor under such indenture;
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to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred
upon us in such indenture;
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to add events of default for the benefit of the holders of all or any series of debt securities;
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to add or change any provisions of an indenture (i) to change or eliminate restrictions on the payment of principal of, or premium or
make-whole amount, or interest on, debt securities in bearer form, or (ii) to permit or facilitate the issuance of debt securities in uncertificated form, provided that such action shall not
adversely affect the interests of the holders of the debt securities of any series in any material respect;
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to change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are
no debt securities outstanding of any series created prior thereto which are entitled to the benefit of such provision;
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to secure the debt securities;
25
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to establish the form or terms of debt securities of any series;
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to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more
than one trustee;
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to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders
of debt securities of any series issued under such indenture; and
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to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of
such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series.
Voting
The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have
given any request, demand, authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt
securities:
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the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof;
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the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar
equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date
of such debt security of the amount determined as provided in the preceding bullet point;
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the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at
original issuance, unless otherwise provided for such indexed security under such indenture; and
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debt securities owned by us or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be
disregarded.
The
indentures contain provisions for convening meetings of the holders of debt securities of a series. A meeting will be permitted to be called at any time by the applicable trustee,
and also, upon request, by us or the holders of at least 25% in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture.
Except for any consent that
must be given by the holder of each debt security affected by the modifications and amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly
reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series
represented at such meeting.
Notwithstanding
the preceding paragraph, except as referred to above, any resolution relating to a request, demand, authorization, direction, notice, consent, waiver or other action that
may be made, given or taken by the holders of a specified percentage, which is less than a majority of the aggregate principal amount of the outstanding debt securities of a series, may be adopted at
a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of such specified percentage.
26
Any
resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any
action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the
persons holding such percentage will constitute a quorum.
Notwithstanding
the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice,
consent, waiver or other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities
affected by such action, or of the holders of such series and one or more additional series:
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there shall be no minimum quorum requirement for such meeting; and
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the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction,
notice, consent, waiver or other action shall be taken account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or
taken under such indenture.
Subordination
Unless otherwise provided in the applicable prospectus supplement, subordinated debt securities will be subject to the following subordination
provisions.
Upon
any distribution to our creditors in a liquidation, dissolution or reorganization, the payment of the principal of and interest on any subordinated debt securities will be
subordinated to the extent provided in the applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and
interest on such subordinated debt securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated debt securities at any time if a default
on senior debt exists that permits the holders of such senior debt to accelerate its maturity and the default is the subject of judicial proceedings or we receive notice of the default. After all
senior debt is paid in full and until the subordinated debt securities are paid in full, holders of subordinated debt securities will be subrogated to the rights of holders of senior debt to the
extent that distributions otherwise payable to holders of subordinated debt securities have been applied to the payment of senior debt. The subordinated indenture will not restrict the amount of
senior debt or other indebtedness of ours and our subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated debt
securities may recover less, ratably, than our general creditors.
The
term "senior debt" will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other
outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplement may include a description of
additional terms implementing the subordination feature.
No
restrictions will be included in any indenture relating to subordinated debt securities upon the creation of additional senior debt.
If
this prospectus is being delivered in connection with the offering of a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated
in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.
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Discharge, Defeasance and Covenant Defeasance
Unless otherwise provided in the applicable prospectus supplement, the indentures allow us to discharge our obligations to holders of any series
of debt securities issued under any indenture when:
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either (i) all securities of such series have already been delivered to the applicable trustee for cancellation; or (ii) all
securities of such series have not already been delivered to the applicable trustee for cancellation but (a) have become due and payable, (b) will become due and payable within one year,
or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency
unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any
premium or make-whole amount, and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date;
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we have paid or caused to be paid all other sums payable; and
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an officers' certificate and an opinion of counsel stating the conditions to discharging the debt securities have been satisfied has been
delivered to the trustee.
Unless
otherwise provided in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such
currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are
payable at stated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will
provide money in an amount sufficient to pay the principal of, and any premium or make-whole amount, and interest on, such debt securities, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor, the issuing company may elect either:
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to defease and be discharged from any and all obligations with respect to such debt securities; or
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to be released from its obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable
prospectus supplement, its obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt
securities.
Notwithstanding
the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or
governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed,
lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.
The
indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the
effect that the holders of such debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such
opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling received from or published by the Internal Revenue Service or a change in applicable United
States federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment
of principal, any premium or make-whole amount, and interest.
28
When
we use the term "government obligations," we mean securities that are:
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direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series
are payable, for the payment of which its full faith and credit is pledged; or
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obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that
issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or
such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect
to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depository receipt.
However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depository receipt.
Unless
otherwise provided in the applicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with respect
to debt securities of any series, (i) the holder of a debt security of such series is entitled to, and does, elect under the terms of the applicable indenture or the terms of such debt security
to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (ii) a conversion event occurs in
respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of, and premium or make-whole amount, and interest on, such debt security as they become due out of the proceeds yielded by converting the
amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation
of usage based on the applicable market exchange rate.
When
we use the term "conversion event," we mean the cessation of use of:
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a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of
transactions by a central bank or other public institutions of or within the international banking community;
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the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within
the European Communities; or
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any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established.
Unless
otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium or make-whole amount, and interest on, any debt security that is payable
in a foreign currency that ceases to be used by its government of issuance shall be made in United States dollars.
In
the event that (i) we effect covenant defeasance with respect to any debt securities and (ii) those debt securities are declared due and payable because of the
occurrence of any event of default, the amount in the currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable
trustee, will be sufficient to pay amounts due on such debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the
acceleration resulting from such event of
29
default.
However, the issuing company would remain liable to make payments of any amounts due at the time of acceleration.
The
applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions
described above, with respect to the debt securities of or within a particular series.
No Recourse
No recourse shall be had under any obligation, covenant or agreement of ours in the senior indenture or any supplemental indenture, or in any of
the debt securities or because of the creation of any indebtedness represented thereby, against any of our incorporators, stockholders, officers or directors, past, present or future, or of any
predecessor or successor entity thereof under any law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each holder, by
accepting the debt securities, waives and releases all such liability.
30
DESCRIPTION OF DEPOSITARY SHARES
General
We may, at our option, elect to offer fractional shares of preferred stock, which we call depositary shares, rather than full shares of
preferred stock. If we do, we will issue to the public receipts, called depositary receipts, for depositary shares, each of which will represent a fraction, to be described in the applicable
prospectus supplement, of a share of a particular series of preferred stock. Unless otherwise provided in the applicable prospectus supplement, each owner of a depositary share will be entitled, in
proportion to the applicable fractional interest in a share of preferred stock represented by the depositary share, to all the rights and preferences of the preferred stock represented by the
depositary share. Those rights include dividend, voting, redemption, conversion and liquidation rights.
The
shares of preferred stock underlying the depositary shares will be deposited with a bank or trust company selected by us to act as depositary under a deposit agreement between us,
the depositary and the holders of the depositary receipts. The depositary will be the transfer agent, registrar and dividend disbursing agent for the depositary shares.
The
depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Holders of depositary receipts agree to be bound by the deposit agreement, which
requires holders to take certain actions such as filing proof of residence and paying certain charges.
The
summary of terms of the depositary shares contained in this prospectus is not complete. You should refer to the form of the deposit agreement, our certificate of incorporation and
the certificate of designation for the applicable series of preferred stock that are, or will be, filed with the SEC.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions, if any, received in respect of the preferred stock underlying the
depositary shares to the record holders of depositary shares in proportion to the numbers of depositary shares owned by those holders on the relevant record date. The relevant record date for
depositary shares will be the same date as the record date for the underlying preferred stock.
If
there is a distribution other than in cash, the depositary will distribute property (including securities) received by it to the record holders of depositary shares, unless the
depositary determines that it is not feasible to make the distribution. If this occurs, the depositary may, with our approval, adopt another method for the distribution, including selling the property
and distributing the net proceeds from the sale to the holders.
Liquidation Preference
If a series of preferred stock underlying the depositary shares has a liquidation preference, in the event of the voluntary or involuntary
liquidation, dissolution or winding up of us, holders of depositary shares will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of
preferred stock, as set forth in the applicable prospectus supplement.
Withdrawal of Stock
Unless the related depositary shares have been previously called for redemption, upon surrender of the depositary receipts at the office of the
depositary, the holder of the depositary shares will be entitled to delivery, at the office of the depositary to or upon his or her order, of the number of whole shares of the preferred stock and any
money or other property represented by the depositary shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares
representing the number of whole shares of preferred stock to be
31
withdrawn,
the depositary will deliver to the holder at the same time a new depositary receipt evidencing the excess number of depositary shares. In no event will the depositary deliver fractional
shares of preferred stock upon surrender of depositary receipts. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the deposit agreement or receive depositary
receipts evidencing depositary shares therefor.
Redemption of Depositary Shares
Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of
depositary shares representing shares of the preferred stock so redeemed, so long as we have paid in full to the depositary the redemption price of the preferred stock to be redeemed plus an amount
equal to any accumulated and unpaid dividends on the preferred stock to the date fixed for redemption. The redemption price per depositary share will be equal to the redemption price and any other
amounts per share payable on the preferred stock multiplied by the fraction of a share of preferred stock represented by one depositary share. If less than all the depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected by lot or pro rata or by any other equitable method as may be determined by the depositary.
After
the date fixed for redemption, depositary shares called for redemption will no longer be deemed to be outstanding and all rights of the holders of depositary shares will cease,
except the right to receive the monies payable upon redemption and any money or other property to which the holders of the depositary shares were entitled upon redemption upon surrender to the
depositary of the depositary receipts evidencing the depositary shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the information
contained in the notice of meeting to the record holders of the depositary receipts relating to that preferred stock. The record date for the depositary receipts relating to the preferred stock will
be the same date as the record date for the preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the number of shares of preferred stock represented by that holder's depositary shares. The depositary will endeavor, insofar as practicable, to vote the number of shares of
preferred stock represented by the depositary shares in accordance with those instructions, and we will agree to take all action that may be deemed necessary by the depositary in order to enable the
depositary to do so. The depositary will not vote any shares of preferred stock except to the extent it receives specific instructions from the holders of depositary shares representing that number of
shares of preferred stock.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay transfer, income and other
taxes and governmental charges and such other charges (including those in connection with the receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the preferred
stock and the transferring, splitting or grouping of depositary receipts) as are expressly provided in the deposit agreement to be for their accounts. If these charges have not been paid by the
holders of depositary receipts, the depositary may refuse to transfer depositary shares, withhold dividends and distributions and sell the depositary shares evidenced by the depositary receipt.
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Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between
us and the depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary shares, other than fee changes, will not be effective unless the amendment
has been approved by the holders of a majority of the outstanding depositary shares. The deposit agreement may be terminated by the depositary or us only if:
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all outstanding depositary shares have been redeemed; or
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there has been a final distribution of the preferred stock in connection with our dissolution and such distribution has been made to all the
holders of depositary shares.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of its election to do so, and we may remove the depositary at any time. Any
resignation or removal of the depositary will take effect upon our appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having the requisite combined capital and
surplus as set forth in the applicable agreement.
Notices
The depositary will forward to holders of depositary receipts all notices, reports and other communications, including proxy solicitation
materials received from us, that are delivered to the depositary and that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for
inspection by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem advisable, any reports and communications we deliver
to the depositary as the holder of preferred stock.
Limitation of Liability
Neither we nor the depositary will be liable if either is prevented or delayed by law or any circumstance beyond its control in performing its
obligations. Our obligations and those of the depositary will be limited to performance in good faith of our and their duties thereunder. We and the depositary will not be obligated to prosecute or
defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or
accountants, on information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent to give such information and on
documents believed to be genuine and to have been signed or presented by the proper party or parties.
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DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
We may issue purchase contracts, including contracts obligating holders to purchase from or sell to us, and obligating us to sell to or purchase
from the holders, a specified number of shares of our common stock, preferred stock or depositary shares at a future date or dates, which we refer to in this prospectus as purchase contracts. The
price per share of common stock,
preferred stock or depositary shares and the number of shares of each may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in
the purchase contracts. The purchase contracts may be issued separately or as part of units, often known as purchase units, consisting of one or more purchase contracts and beneficial interests in
debt securities or any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders' obligations to purchase the common stock, preferred
stock or depositary shares under the purchase contracts.
The
purchase contracts may require us to make periodic payments to the holders of the purchase units or vice versa, and these payments may be unsecured or prefunded on some basis. The
purchase contracts may require holders to secure their obligations under those contracts in a specified manner, including pledging their interest in another purchase contract.
The
applicable prospectus supplement will describe the terms of the purchase contracts and purchase units, including, if applicable, collateral or depositary arrangements.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, common stock, preferred stock or depositary shares. We may offer warrants separately or
together with one or more additional warrants, debt securities, common stock, preferred stock or depositary shares, or any combination of those securities in the form of units, as described in the
applicable prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the
unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants:
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the specific designation and aggregate number of, and the offering price at which we will issue, the warrants;
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously
exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether the warrants are to be sold separately or with other securities as parts of units;
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whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a
warrant included in a unit will correspond to the form of the unit and of any security included in that unit;
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any applicable material U.S. federal income tax consequences;
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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or
other agents;
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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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the designation and terms of any equity securities purchasable upon exercise of the warrants;
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the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of the debt securities, common stock, preferred stock or depositary shares with which the warrants are
issued and, the number of warrants issued with each security;
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if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, common stock, preferred
stock or depositary shares will be separately transferable;
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the number of shares of common stock, the number of shares of preferred stock or the number of depositary shares purchasable upon exercise of a
warrant and the price at which those shares may be purchased;
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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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the antidilution provisions of, and other provisions for changes to or adjustment in the exercise price of, the warrants, if any;
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any redemption or call provisions; and
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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants.
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FORMS OF SECURITIES
Each debt security, depositary share, purchase contract, purchase unit and warrant will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Unless otherwise provided in the applicable prospectus supplement,
certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to
transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying
agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, depositary shares, purchase contracts, purchase units or warrants
represented by these global securities. The depositary maintains a computerized system that will reflect each investor's beneficial ownership of the securities through an account maintained by the
investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.
Registered Global Securities
We may issue the registered debt securities, depositary shares, purchase contracts, purchase units and warrants in the form of one or more fully
registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and
registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the
aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a
registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary
or those nominees.
If
not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the
prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.
Ownership
of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold
interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the
respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate
the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records
maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states
may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in
registered global securities.
So
long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the securities represented by the registered global security for all purposes under the applicable indenture, deposit agreement, purchase contract, warrant agreement or purchase unit
agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under
the applicable indenture, deposit agreement,
36
purchase
contract, purchase unit agreement or warrant agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for
that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the
applicable indenture, deposit agreement, purchase contract, purchase unit agreement or warrant agreement. We understand that under existing industry practices, if we request any action of holders or
if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is
entitled to give or take under the applicable indenture, deposit agreement, purchase contract, purchase unit agreement or warrant agreement, the depositary for the registered global security would
authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action
or would otherwise act upon the instructions of beneficial owners holding through them.
Principal,
premium, if any, and interest payments on debt securities, and any payments to holders with respect to depositary shares, warrants, purchase agreements or purchase units,
represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the
registered global security. None of us, the trustees, the warrant agents, the unit agents or any other agent of ours, agent of the trustees or agent of the warrant agents or unit agents will have any
responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or
reviewing any records relating to those beneficial ownership interests.
We
expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment to holders of principal, premium, interest or other
distribution of underlying securities or other property on that registered global security, will immediately credit participants' accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security
held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers or registered in "street
name," and will be the responsibility of those participants.
If
the depositary for any of the securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in
definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be
registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary's
instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the
depositary.
37
PLAN OF DISTRIBUTION
We may sell securities:
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to or through underwriters, brokers or dealers;
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through agents;
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directly to one or more other purchasers in negotiated sales or competitively bid transactions;
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through a block trade in which the broker or dealer engaged to handle the block trade will attempt to sell the securities as agent, but may
position and resell a portion of the block as principal to facilitate the transaction; or
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through a combination of any of the above methods of sale.
In
addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders.
We
may directly solicit offers to purchase securities, or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent
that could be viewed as an underwriter under the Securities Act of 1933, as amended, or the Securities Act, and describe any
commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment
basis. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.
The
distribution of the securities may be effected from time to time in one or more transactions:
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at a fixed price, or prices, which may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
Each
prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.
The
prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the
following:
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the name of the agent or any underwriters;
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the public offering or purchase price;
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any discounts and commissions to be allowed or paid to the agent or underwriters;
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all other items constituting underwriting compensation;
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any discounts and commissions to be allowed or paid to dealers; and
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any exchanges on which the securities will be listed.
If
any underwriters or agents are utilized in the sale of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement
with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with
them.
38
If
a dealer is utilized in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then
resell such securities to the public at varying prices to be determined by such dealer at the time of resale.
If
we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby
underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may
retain a dealer-manager to manage a subscription rights offering for us.
Agents,
underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
If
so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase
securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the
aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when
authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all
cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except that:
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such
securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery
contracts.
Certain
agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, or perform
services, including investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In
order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other
securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such
other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to
engage in these activities and may end any of these activities at any time.
Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree
otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be
39
more
than three scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the
original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than three scheduled business days after the trade
date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The
securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no
assurance as to the liquidity of or the existence of trading markets for any of the securities.
In
compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA, the aggregate maximum discount, commission or agency fees or other items constituting
underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering pursuant to this prospectus and any applicable prospectus
supplement.
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LEGAL MATTERS
Unless the applicable prospectus supplement indicates otherwise, the validity of the securities in respect of which this prospectus is being
delivered will be passed upon by Goodwin Procter LLP.
EXPERTS
The consolidated financial statements of Blueprint Medicines Corporation appearing in Blueprint Medicines Corporation's Annual Report on
Form 10-K for the year ended December 31, 2015 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon,
included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of said firm as experts in
auditing and accounting.
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Table of Contents
$125,000,000
Blueprint Medicines Corporation
Common Stock
PROSPECTUS SUPPLEMENT
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Goldman, Sachs & Co.
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Morgan Stanley
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Cowen and Company
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JMP Securities
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Wedbush PacGrow
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December ,
2016
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