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ITEM 3.03.
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MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
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On November 22, 2019
(the “Settlement Date”), Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) completed its previously
announced (i) offers (the “Exchange Offers”) to exchange any and all outstanding notes (the “Celgene Notes”)
issued by Celgene for up to $19,850,000,000 aggregate principal amount of new notes issued by Bristol-Myers Squibb and cash and
(ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”)
to adopt certain amendments (the “Amendments”) to each of the indentures (collectively,
the “Celgene Indentures”) governing the Celgene Notes. Pursuant to the Exchange Offers and Consent Solicitations,
the aggregate principal amounts of the Celgene Notes set forth below were tendered and subsequently accepted. Such accepted Celgene
Notes will be retired and canceled and will not be reissued. Following such cancellation, the aggregate principal amounts of the
Celgene Notes set forth below will remain outstanding.
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Series of Celgene Notes
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Aggregate
Principal Amount
Tendered and Accepted
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Aggregate
Principal Amount
Outstanding
Following Settlement
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2.875% Senior Notes due 2020
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$1,243,777,000
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$256,223,000
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3.950% Senior Notes due 2020
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$436,313,000
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$63,687,000
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2.875% Senior Notes due 2021
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$434,815,000
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$65,185,000
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2.250% Senior Notes due 2021
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$464,576,000
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$35,424,000
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3.250% Senior Notes due 2022
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$861,709,000
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$138,291,000
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3.550% Senior Notes due 2022
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$891,870,000
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$108,130,000
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2.750% Senior Notes due 2023
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$697,660,000
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$52,340,000
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3.250% Senior Notes due 2023
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$932,101,000
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$67,899,000
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4.000% Senior Notes due 2023
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$636,086,000
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$63,914,000
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3.625% Senior Notes due 2024
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$882,510,000
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$117,490,000
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3.875% Senior Notes due 2025
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$2,379,532,000
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$120,468,000
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3.450% Senior Notes due 2027
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$961,528,000
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$38,472,000
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3.900% Senior Notes due 2028
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$1,456,162,000
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$43,838,000
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5.700% Senior Notes due 2040
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$245,785,000
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$4,215,000
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5.250% Senior Notes due 2043
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$391,925,000
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$8,075,000
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4.625% Senior Notes due 2044
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$976,477,000
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$23,523,000
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5.000% Senior Notes due 2045
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$1,959,524,000
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$40,476,000
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4.350% Senior Notes due 2047
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$1,236,433,000
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$13,567,000
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4.550% Senior Notes due 2048
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$1,456,840,000
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$43,160,000
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Prior to settlement
of the Exchange Offers and Consent Solicitations and upon receipt of the requisite consents to adopt the Amendments with respect
to each series of Celgene Notes, Celgene entered into (i) a First Supplemental Indenture, dated as of May 1, 2019 (the “2018
Supplemental Indenture”), between Celgene and The Bank of New York Mellon Trust Company, N.A., a national banking association,
as trustee (in such capacity, the “Trustee”) with respect to the Celgene Notes issued under the Indenture dated as
of February 20, 2018 between Celgene and the Trustee, (ii) a First Supplemental Indenture, dated as of May 1, 2019 (the “November
2017 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene Notes issued under the Indenture
dated as of November 9, 2017 between Celgene and the Trustee, (iii) a First Supplemental Indenture, dated as of May 1, 2019 (the
“August 2017 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene Notes issued under
the Indenture dated as of August 10, 2017 between Celgene and the Trustee, (iv) a First Supplemental Indenture, dated as of May
1, 2019 (the “2015 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene Notes issued
under the Indenture dated as of August 12, 2015 between Celgene and the Trustee, (v) a First Supplemental Indenture, dated as of
May 1, 2019 (the “2014 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene Notes
issued under the Indenture dated as of May 15, 2014 between Celgene and the Trustee, (vi) a First Supplemental Indenture, dated
as of May 1, 2019 (the “2013 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene
Notes issued under the Indenture dated as of August 6, 2013 between Celgene and the Trustee, (vii) a First Supplemental Indenture,
dated as of May 1, 2019 (the “2012 Supplemental Indenture”), between Celgene and the Trustee, with respect to the Celgene
Notes issued under the Indenture dated as of August 9, 2012 between Celgene and the Trustee, and (viii) a First Supplemental Indenture,
dated as of May 1, 2019 (the “2010 Supplemental Indenture”, together with the 2018 Supplemental Indenture, the November
2017 Supplemental Indenture, the August 2017 Supplemental Indenture, the 2015 Supplemental Indenture, the 2014 Supplemental Indenture,
the 2013 Supplemental Indenture and the 2012 Supplemental Indenture, the “Supplemental Indentures”), between Celgene
and the Trustee, with respect to the Celgene Notes issued under the Indenture dated as of October 7, 2010 between Celgene and the
Trustee. The Supplemental Indentures became operative upon the Settlement Date and amended each of the Celgene Indentures to (1)
eliminate substantially all of the restrictive covenants in such Celgene Indenture, (2) eliminate certain of the events which may
lead to an “Event of Default” in such Celgene Indenture (other than for the failure to pay principal, premium or interest)
and (3) eliminate any restrictions on Celgene in such Celgene Indenture from consolidating with or merging into any other person
or conveying, transferring or leasing all or any of its properties and assets to any person.
The foregoing description
of the Supplemental Indentures does not purport to be complete and is qualified
in its entirety by reference to the full text of such documents, copies of which were filed as Exhibits 4.1 through 4.8
to Celgene’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on July 30, 2019 and are incorporated
herein by reference.