Item 1.01. Entry into a Material Definitive Agreement.
On October 31, 2017, Celgene Corporation, a Delaware corporation
(the “Company”), entered into a previously announced underwriting agreement (the “Underwriting Agreement”)
with Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”),
providing for its underwritten public offering of $750,000,000 aggregate principal amount of 2.750% Senior Notes due 2023, $1,000,000,000
aggregate principal amount of 3.450% Senior Notes due 2027 and $1,250,000,000 aggregate principal amount of 4.350% Senior Notes
due 2047 (collectively, the “Notes”).
On November 9, 2017, the Notes were issued under an Indenture
(the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
The 2023 Notes will bear interest at a rate of 2.750% per
year, payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2018, the 2027 Notes will bear
interest at a rate of 3.450% per year, payable semi-annually on May 15 and November 15 of each year, beginning on May 15,
2018 and the 2047 Notes will bear interest at a rate of 4.350% per year, payable semi-annually on May 15 and November 15 of
each year, beginning on May 15, 2018.
The Notes will be unsecured, senior obligations and rank equal
in right of payment to any of the Company’s future senior unsecured indebtedness; senior in right of payment to any of the
Company’s future subordinated indebtedness; and effectively subordinated in right of payment to any of the Company’s
subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s
secured obligations, to the extent of the assets securing such obligations.
The Indenture contains covenants limiting the Company’s
ability to: (1) create liens; or (2) merge, consolidate, transfer, sell or lease all or substantially all of the Company’s
assets. These covenants are subject to important limitations and exceptions that are described in the Indenture.
The Notes were offered pursuant to a shelf registration statement
on Form S-3 (File No. 333-214279), which became immediately effective upon its filing with the Securities and Exchange Commission
(the “SEC”) on October 27, 2016. A preliminary Prospectus Supplement dated October 31, 2017 relating to the Notes
was filed with the SEC on October 31, 2017, and a final Prospectus Supplement dated October 31, 2017 was filed with the SEC on
November 1, 2017.
The net proceeds from the sale of the Notes are estimated to
be approximately $2,972 million (after deducting underwriting discounts and estimated offering expenses payable by the Company).
Some of the Underwriters and their affiliates have engaged in,
and may in the future engage in, financial advisory, investment banking and other commercial dealings in the ordinary course of
business with the Company, or its affiliates, including acting as lenders under various loan facilities. They have received, and
may in the future receive, customary fees and commissions for these transactions.
The description of the Indenture in this Current Report on Form
8-K is a summary and is qualified in its entirety by the terms of the Indenture. A copy of the Indenture is attached hereto as
Exhibit 4.1 and incorporated herein by reference. The Form of Notes issued pursuant to the Indenture are attached hereto as Exhibit
4.2, Exhibit 4.3 and Exhibit 4.4 and incorporated herein by reference.