DESCRIPTION OF NOTES
We will issue the 2.875% Senior Notes due 2021 (the “2021 notes”), the 3.250% Senior Notes due 2023 (the “2023 notes”), the 3.900% Senior Notes due 2028 (the “2028 notes”) and the 4.550% Senior Notes due 2048 (the “2048 notes” and, together with the 2021 notes, the 2023 notes and the 2028 notes, the “notes”) under an indenture, to be dated as of February 20, 2018 (the “indenture”), between us and The Bank of New York Mellon Trust Company, N.A. as trustee (the “trustee”). The notes will each be a separate series of notes under the indenture. We may issue additional notes under the indenture.
The following summary of certain provisions of the indenture and the notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the indenture and the notes, including the definitions therein of certain terms. Because the following is only a summary, it does not contain all of the information that you may find useful in evaluating an investment in the notes.
We urge you to read the indenture and the notes because they, and not this description, define your rights as holders of the notes.
As used in this discussion under the heading “Description of Notes,” unless otherwise specified, the terms “Celgene,” “we,” “our,” and “us” refer solely to Celgene Corporation and not its subsidiaries.
General
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The notes will be our senior unsecured obligations and will rank equal in right of payment to any of our existing unsecured senior indebtedness and any other unsecured senior indebtedness hereafter created;
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The 2021 notes, the 2023 notes, the 2028 notes and the 2048 notes will initially be issued in aggregate principal amounts of $500,000,000, $1,000,000,000, $1,500,000,000 and $1,500,000,000, respectively;
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The 2021 notes will mature on February 19, 2021, the 2023 notes will mature on February 20, 2023, the 2028 notes will mature on February 20, 2028 and the 2048 notes will mature on February 20, 2048; and
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The 2021 notes will pay interest at the rate of 2.875% per annum, which, shall be payable semi-annually in arrears on each February 19 and August 19, beginning August 19, 2018 and, will initially accrue from the date of issuance and thereafter from the last date to which interest has been paid. The 2023 notes will pay interest at the rate of 3.250% per annum, the 2028 notes will pay interest at the rate of 3.900% per annum and the 2048 notes will pay interest at the rate of 4.550% per annum, which, in each case, shall be payable semi-annually in arrears on each February 20 and August 20, beginning August 20, 2018 and, in each case, will initially accrue from the date of issuance and thereafter from the last date to which interest has been paid.
We may, without notice to or the consent of the holders or beneficial owners of the notes, create and issue additional notes and/or notes having the same ranking, interest rate, maturity and other terms as the notes of a particular series. Any additional debt securities having such similar terms, together with that series of notes, could be considered part of the same series of notes under the indenture; provided that if the additional notes are not fungible with the notes of a particular series for United States federal income tax purposes, the additional notes will have a separate CUSIP number.
The notes are redeemable prior to maturity as described below under the heading “— Optional Redemption.” The notes do not have the benefit of a sinking fund. The notes will be issued only in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Each series of notes will be represented by one or more global securities registered in the name of a nominee of The Depository Trust Company, New York, New York, which we refer to as DTC. See “— Book-Entry System” below.
Payments on the notes will be made through the paying agent, which will initially be the trustee, to DTC.