Current Report Filing (8-k)
April 18 2016 - 4:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 13, 2016
CELGENE CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
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001-34912
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22-2711928
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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86 Morris Avenue, Summit, New Jersey
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07901
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (908) 673-9000
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Celgene Corporation (the “Company”)
entered into an amendment dated April 18, 2016 (the “Amendment”) to the Second Amended and Restated Credit Agreement
(the “Credit Agreement”), dated April 17, 2015, with the financial institutions parties thereto (the “Lenders”),
and Citibank, N.A., as administrative agent for the Lenders.
Among
other things, the Amendment (i) modifies the Company’s existing senior unsecured revolving credit facility, which is governed
by the Credit Agreement, by extending the term of the credit facility to April 17, 2021 from April 17, 2020, and (ii) confirms
the increase in the amount of the Lenders’ total credit commitment under the credit facility to $2.0 billion from $1.75 billion.
Certain of the Lenders and their respective
affiliates have engaged in, and in the future may engage in, commercial banking, investment banking and advisory services for the
Company. They have received, or may in the future receive, customary fees and reimbursement of expenses in connection with these
transactions.
The
foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, which will be
filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2016.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The information included in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by reference.
On April 13, 2016 the Board of Directors
of the Company authorized an increase in the maximum amount of commercial paper issuable under the Company’s commercial paper
program to $2,000,000,000 from $1,750,000,000.
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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CELGENE CORPORATION
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Date: April 18, 2016
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By:
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/s/ Peter N. Kellogg
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Peter N. Kellogg
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Executive Vice President and Chief Financial
Officer
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