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Registration of securities, business combinations

SUMMARY

The following is a summary of some of the information contained in this prospectus. This summary does not contain all the details concerning the exchange offer or the Exchange Notes, including information that may be important to you. To better understand the separation and Baxaltas business and financial position, you should carefully review this entire document, including the information under Risk Factors. Some of the statements contained in this Summary are forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements.

Baxalta Incorporated

Baxalta is a global, innovative biopharmaceutical leader with a sustainable portfolio of differentiated therapies that seek to address unmet medical needs across many disease areas, including hemophilia, immunology and oncology. More specifically, the company develops, manufactures and markets a diverse portfolio of treatments for hemophilia and other bleeding disorders, immune deficiencies, alpha-1 antitrypsin deficiency, burns and shock, and other chronic and acute medical conditions, as well as oncology treatments for acute lymphoblastic leukemia. Baxalta is also investing in emerging technology platforms, including gene therapy and biosimilars.

Baxaltas business strategy is aimed at improving diagnosis, treatment and standards of care across a wide range of bleeding disorders and other rare chronic and acute medical conditions, capitalizing on the companys differentiated portfolio, ensuring the sustainability of supply to meet growing demand for therapies across core disease areas, and accelerating innovation by developing and launching new treatments while leveraging its expertise into new emerging therapeutics through acquisitions of and collaborations with others.

On January 11, 2016, Baxalta announced that it had an entered into a merger agreement with Shire plc (Shire), pursuant to which Shire will acquire Baxalta. Under the terms of the merger agreement, Baxalta stockholders will receive $18.00 in cash and 0.1482 Shire American Depository Shares, per each Baxalta share. The transaction has been approved by the boards of directors of both Shire and Baxalta. Closing of the transaction is subject to approval by Baxalta and Shire shareholders, certain regulatory approvals, receipt of certain tax opinions and other customary closing conditions. The transaction is expected to close in early June 2016. See The Merger Agreement with Shire and BusinessThe Proposed Merger. Even if the merger with Shire is completed, the Notes (as defined herein) will be solely the obligations of Baxalta and Shire will have no obligations with respect to the Notes.

Corporate Information

Baxalta was incorporated in Delaware on September 8, 2014 in connection with the separation of Baxter International Inc.s biopharmaceuticals business from its diversified medical products businesses. Baxalta common stock began trading regular way under the ticker symbol BXLT on the New York Stock Exchange on July 1, 2015.

Baxaltas corporate headquarters are located at 1200 Lakeside Drive, Bannockburn, Illinois. Baxaltas telephone number is 224-940-2000.

Baxalta also maintains a website at www.baxalta.com. Baxaltas website and the information contained therein or connected thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment decision .

The Exchange Offer

On June 23, 2015, Baxalta completed the private offering of $375,000,000 aggregate principal amount of its floating rate senior notes due 2018 (the Old Floating 2018 Notes), $375,000,000 aggregate principal amount

of its 2.000% senior notes due 2018 (the Old Fixed 2018 Notes), $1,000,000,000 aggregate principal amount of its 2.875% senior notes due 2020 (the Old 2020 Notes), $500,000,000 aggregate principal amount of its 3.600% senior notes due 2022 (the Old 2022 Notes), $1,750,000,000 aggregate principal amount of its 4.000% senior notes due 2025 (the Old 2025 Notes), and $1,000,000,000 aggregate principal amount of its 5.250% senior notes due 2045 (the Old 2045 Notes, and together with the Old Fixed 2018 Notes, the Old 2020 Notes, the Old 2022 Notes and the Old 2025 Notes, the Old Fixed Rate Notes). The Old Floating 2018 Notes and the Old Fixed Rate Notes are collectively hereinafter referred to as the Old Notes.

In connection with that private offering, Baxalta entered into a registration rights agreement with the initial purchasers named therein. In that agreement, Baxalta agreed, among other things, to deliver to you this prospectus for the exchange of up to $375,000,000 aggregate principal amount of new floating rate senior notes due 2018 (the Floating 2018 Exchange Notes and together with the Old Floating 2018 Notes, the Floating Rate Notes), $375,000,000 aggregate principal amount of new 2.000% senior notes due 2018 (the Fixed 2018 Exchange Notes) $1,000,000,000 aggregate principal amount of new 2.875% senior notes due 2020 (the 2020 Exchange Notes), $500,000,000 aggregate principal amount of new 3.600% senior notes due 2022 (the 2022 Exchange Notes), $1,750,000,000 aggregate principal amount of new 4.000% senior notes due 2025 (the 2025 Exchange Notes) and $1,000,000,000 aggregate principal amount of new 5.250% senior notes due 2045 (the 2045 Exchange Notes, and together with the Fixed 2018 Exchange Notes, the 2020 Exchange Notes, the 2022 Exchange Notes and the 2025 Exchange Notes, the Fixed Rate Exchange Notes) that have been registered under the Securities Act for the Old Notes that were issued on June 23, 2013. The Floating 2018 Exchange Notes and the Fixed Rate Exchange Notes are collectively hereinafter referred to as the Exchange Notes. The Exchange Notes and the Old Notes are collectively hereinafter referred to as the Notes.

The Exchange Notes will be substantially identical to the Old Notes, except that:

the Exchange Notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with Baxalta;
the Exchange Notes are not entitled to the rights that are applicable to the Old Notes under the registration rights agreement; and
Baxaltas obligation to pay additional interest on the Old Notes does not apply if the registration statement of which this prospectus forms a part is declared effective or certain other circumstances occur, as described under the section of this prospectus Exchange Offer; Registration Rights.

Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. You should read the discussion under The Exchange Notes and Description of Notes for further information regarding the Exchange Notes. You should also read the discussion under Terms of the Exchange Offer for further information regarding the exchange offer and resale of the Exchange Notes.

Exchange Offer

Baxalta will exchange its Exchange Notes for a like aggregate principal amount and maturity of its Old Notes as provided in the registration rights agreement related to the Old Notes. The exchange offer is intended to satisfy the rights granted to holders of the Old Notes in that agreement. After the exchange offer is complete you will no longer be entitled to any exchange or registration rights with respect to your Notes.

Resales

Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, Baxalta believes that the Exchange Notes may be offered for resale, resold and otherwise transferred by you (unless you are Baxaltas affiliate within the

meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:

are acquiring the Exchange Notes in the ordinary course of business; and
have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.
By signing the letter of transmittal and exchanging your Old Notes for Exchange Notes, as described below, you will be making representations to this effect.
Each participating broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer in exchange for the Old Notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. See Plan of Distribution.
does not acquire the Exchange Notes in the ordinary course of its business; or
cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters;
must, in the absence of an exemption, comply with registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes. Baxalta will not assume, nor will Baxalta indemnify you against, any liability you may incur under the Securities Act or state or local securities laws if you transfer any Exchange Notes issued to you in the exchange offer absent compliance with the applicable registration and prospectus delivery requirements or an applicable exemption.

Expiration Time

The exchange offer will expire at 5:00 p.m., New York City time, on May 27, 2016, or such later date and time to which Baxalta extends it. Baxalta does not currently intend to extend the expiration time.

Conditions to the Exchange Offer

The exchange offer is subject to the following conditions, which Baxalta may waive:
the exchange offer does not violate applicable law or applicable interpretations of the staff of the SEC; and
there is no action or proceeding instituted or threatened in any court or by any governmental agency with respect to this exchange offer.

Procedures for Tendering the Old Notes

If you wish to accept and participate in this exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a copy of the letter of transmittal, according to the instructions contained therein and in this prospectus. You must also mail or otherwise deliver the completed, executed letter of transmittal or the copy thereof, together with the Old Notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold Old Notes through The Depository Trust Company (DTC) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. If you wish to accept and participate in this exchange offer and you cannot get your required documents to the exchange agent before the expiration time, you must send all of the items required by the guaranteed delivery procedures described below.
By signing or agreeing to be bound by the letter of transmittal, you will represent to Baxalta that, among other things:
any Exchange Notes that you receive will be acquired in the ordinary course of your business;
you have no arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes;
if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the Exchange Notes; and
you are not Baxaltas affiliate as defined in Rule 405 under the Securities Act.

Special Procedures For Beneficial Owners

If you are a beneficial owner whose Old Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Old Notes in the exchange offer, you should promptly contact the person in whose name the Old Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering the certificates for your Old Notes, you must either make appropriate

arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the person in whose name the Old Notes are registered. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration time.

Guaranteed Delivery Procedures

If you wish to tender your Old Notes and:
you are unable to deliver before the expiration time your Old Notes or any other document that you are required to deliver to the exchange agent; or
you cannot complete the procedures for delivery by book-entry transfer before the expiration time;
then you may tender your Old Notes according to the guaranteed delivery procedures that are discussed in the letter of transmittal and in Terms of the Exchange OfferGuaranteed Delivery Procedures.

Withdrawal of Tenders

A tender of Old Notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration time. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address or facsimile number indicated under Terms of the Exchange OfferExchange Agent before the expiration time of the exchange offer.

Acceptance of the Old Notes and Delivery of Exchange Notes

If all the conditions to the completion of this exchange offer are satisfied, Baxalta will accept any and all Old Notes that are properly tendered in this exchange offer and not properly withdrawn before the expiration time. Baxalta will return any Old Notes that Baxalta does not accept for exchange to its registered holder at Baxaltas expense promptly after the expiration time. Baxalta will deliver the Exchange Notes to the registered holders of Old Notes accepted for exchange promptly after the expiration time and acceptance of such Old Notes. See Terms of the Exchange OfferAcceptance of Old Notes for Exchange and Delivery of Exchange Notes.

Effect on Holders of Old Notes

As a result of making the exchange offer, and upon acceptance for exchange of all validly tendered Old Notes pursuant to the terms of the exchange offer, Baxalta will have fulfilled a covenant contained in the registration rights agreement. If you are a holder of Old Notes and do not tender your Old Notes in the exchange offer, you will continue to hold your Old Notes and you will be entitled to all the rights and limitations applicable to the Old Notes in the indenture, but you will not be entitled to any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer. See Terms of the Exchange OfferPurpose and Effect of the Exchange Offer.

Accrued Interest on the Exchange Notes
and the Old Notes

The Floating 2018 Exchange Notes will bear interest from March 22, 2016. The holders of Old Floating 2018 Notes that are accepted for exchange will be deemed to have waived the right to receive payment of accrued interest on those Old Floating 2018 Notes from March 22, 2016 to the date of issuance of the Floating 2018 Exchange Notes. Interest on the Old Floating 2018 Notes accepted for exchange will cease to accrue upon issuance of the Floating 2018 Exchange Notes.
Consequently, if you exchange your Old Floating 2018 Notes for Floating 2018 Exchange Notes, you will receive the same interest payment on June 22, 2016 that you would have received if you had not accepted this exchange offer.
The Fixed 2018 Exchange Notes will bear interest from December 22, 2015. Each Fixed Rate Exchange Note (other than the Fixed 2018 Exchange Notes) will bear interest from December 23, 2015. The holders of Old Fixed 2018 Notes that are accepted for exchange will be deemed to have waived the right to receive payment of accrued interest on those Old Fixed 2018 Notes from December 22, 2015 to the date of issuance of the Fixed 2018 Exchange Notes. The holders of Old Fixed Rate Notes (other than the Old Fixed 2018 Notes) that are accepted for exchange will be deemed to have waived the right to receive payment of accrued interest on those Old Fixed Rate Notes from December 23, 2015 to the date of issuance of the Fixed Rate Exchange Notes. Interest on the Old Fixed Rate Notes accepted for exchange will cease to accrue upon issuance of the Fixed Rate Exchange Notes.
Consequently, if you exchange your Old Fixed Rate Notes for Fixed Rate Exchange Notes, you will receive the same interest payment on June 23, 2016, or June 22, 2016 in the case of the Fixed 2018 Exchange Notes, that you would have received if you had not accepted this exchange offer.

Consequences of Failure to Exchange

All untendered Old Notes will continue to be subject to the restrictions on transfer provided for in the Old Notes and in the indenture. In general, the Old Notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state or local securities laws. Other than in connection with the exchange offer, Baxalta does not currently anticipate that Baxalta will register the Old Notes under the Securities Act. The trading market for your Old Notes will become more limited to the extent that other holders of Old Notes participate in the exchange offer.

U.S. Federal Income Tax Considerations

The exchange of Old Notes for Exchange Notes in the exchange offer should not be a taxable event for United States federal income tax purposes. See Material U.S. Income Tax Considerations.

Use of Proceeds

Baxalta will not receive any cash proceeds from the issuance of the Exchange Notes in the exchange offer. See Use of Proceeds.

Exchange Agent

The Bank of New York Mellon Trust Company, N.A. is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned Terms of the Exchange OfferExchange Agent.

The Exchange Notes

The summary below describes the principal terms of the Exchange Notes offered hereby. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully review the Description of Notes section of this prospectus, which contains a more detailed description of the terms and conditions of the Exchange Notes.

General

The form and terms of the Exchange Notes are identical in all material respects to the form and terms of the Old Notes except that:
the Exchange Notes have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer; and
the holders of Exchange Notes will not be entitled to rights under the registration rights agreement, including any registration rights or rights to additional interest.
The Exchange Notes will evidence the same debt of Baxalta as the Old Notes and will be entitled to the benefits of the indenture under which the Old Notes were issued.

Securities Offered

$375 million aggregate principal amount of Floating 2018 Exchange Notes.
$1.75 billion aggregate principal amount of 2025 Exchange Notes.

No Baxter Guarantees

Prior to the distribution, each series of Notes was initially guaranteed on an unsecured, unsubordinated basis by Baxter. Each of the guarantees terminated upon the distribution by Baxter to its shareholders of more than 80% of the outstanding shares of Baxaltas common stock. Baxter no longer has an obligation with respect to the Old Notes and Baxter will not have an obligation with respect to the Exchange Notes. See Description of NotesNo Baxter Guarantees.

Interest Rate on Floating 2018 Exchange Notes

The Floating 2018 Exchange Notes will accrue interest at a variable rate reset each interest period based on the three-month LIBOR plus 0.780%.
2.875% for the 2020 Exchange Notes.
3.600% for the 2022 Exchange Notes.
4.000% for the 2025 Exchange Notes.
5.250% for the 2045 Exchange Notes.

Interest Payment Dates

Interest on the Floating 2018 Exchange Notes is payable quarterly on March 22, June 22, September 22 and December 22 of each year, beginning on June 22, 2016. Interest on the Fixed 2018 Exchange Notes is payable semi-annually on June 22 and December 22 of each year, beginning on June 22, 2016. Interest on the Fixed Rate Exchange Notes (other than the Fixed 2018 Exchange Notes) is payable semi-annually on June 23 and December 23 of each year, beginning on June 23, 2016.

Optional Redemption

Baxalta may not redeem the Floating 2018 Exchange Notes prior to maturity. Baxalta may redeem the Fixed Rate Exchange Notes of any series, at any time, in whole or in part, at the applicable make-whole redemption price, as described in this prospectus. Commencing one month prior to their maturity date, Baxalta may redeem the 2020 Exchange Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2020 Exchange Notes plus accrued and unpaid interest to the date of redemption. Commencing two months prior to their maturity date, Baxalta may redeem the 2022 Exchange Notes at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2022 Exchange Notes plus accrued and unpaid interest to the date of redemption. Commencing three months prior to their

maturity date, Baxalta may redeem the 2025 Exchange Notes, at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Exchange Notes plus accrued and unpaid interest to the date of redemption. Commencing six months prior to their maturity date, Baxalta may redeem the 2045 Exchange Notes, at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2045 Exchange Notes plus accrued and unpaid interest to the date of redemption.

The redemption provisions are discussed in the section of this prospectus Description of NotesOptional Redemption.

Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, as defined under Description of NotesOffer to Purchase Upon Change of Control Triggering Event, Baxalta will be required to make an offer to repurchase the Notes at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. The proposed merger with Shire (discussed below) is not expected to result in the occurrence of a Change of Control Triggering Event.

Ranking

The Exchange Notes, like the Old Notes, will be Baxaltas unsecured, unsubordinated obligations, respectively, and will:
rank equally in right of payment with all of Baxaltas existing and future unsecured, unsubordinated indebtedness, liabilities and other obligations;
rank senior in right of payment to all of Baxaltas future indebtedness that is subordinated to the Exchange Notes and Old Notes;
be effectively subordinated in right of payment to all of Baxaltas future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and
be structurally subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each of Baxaltas subsidiaries.

Use of Proceeds

Baxalta will not receive any cash proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes as contemplated in this prospectus, Baxalta will receive in exchange Old Notes in like principal amount, which will be cancelled and, as such, will not result in any increase in Baxaltas indebtedness. See Use of Proceeds.

Certain Covenants

The indenture governing the Notes includes covenants that, among other things, limit Baxaltas ability and the ability of certain of Baxaltas subsidiaries to create liens on certain of their assets and will limit Baxaltas ability to consolidate with or merge into or sell, transfer, or lease all or substantially all of Baxaltas properties and

assets to another person. These covenants will be subject to a number of important qualifications and limitations. See Description of NotesCertain Covenants of Baxalta.

Additional Notes

Baxalta may re-open each series of Notes and issue an unlimited principal amount of additional Notes of that series in the future without the consent of the holders.

Form and Denominations

The Exchange Notes will be book-entry only and registered in the name of a nominee of DTC. Investors may elect to hold interests in the Exchange Notes through Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as operator of the Euroclear System, if they are participants in these systems, or indirectly through organizations that are participants in these systems. The Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

No Public Market

The Exchange Notes are new securities and there is currently no established trading market for the Notes. As a result, a liquid market for the Exchange Notes may not be available if you try to sell your Exchange Notes. Baxalta does not intend to apply to list the Exchange Notes on any national securities exchange or for inclusion of the Exchange Notes on any automated dealer quotation system.

Risk Factors

You should carefully consider the information set forth herein under Risk Factors in deciding whether to participate in the exchange offer.

The Merger Agreement with Shire

On January 11, 2016, Shire, BearTracks, Inc. (Merger Sub), a wholly owned subsidiary of Shire, and Baxalta entered into an Agreement and Plan of Merger (the merger agreement), pursuant to which, subject to the satisfaction or waiver of certain conditions, Merger Sub will merge with and into Baxalta, with Baxalta being the surviving corporation, and Baxalta will become a wholly owned subsidiary of Shire (the merger).

On the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each share of Baxalta common stock issued and outstanding immediately prior to the effective time of the merger (other than treasury shares of Baxalta and any shares of Baxalta common stock owned by Shire or any subsidiary of Shire (including Merger Sub) or Baxalta, and other than shares of Baxalta common stock as to which dissenters rights have been properly exercised) will be canceled and converted into the right to receive both (i) $18.00 in cash, without interest and (ii) 0.1482 of an American Depositary Share of Shire (the Shire ADS) duly and validly issued against Shires ordinary shares (the Shire ordinary shares, and together with the Shire ADSs, the Shire Securities), par value £0.05 per share (the per share stock consideration), except that cash will be paid in lieu of fractional Shire ADSs. Shire may, at its sole discretion, permit holders of Baxalta common stock to elect to receive 0.4446 of a Shire ordinary share for each outstanding share of Baxalta common stock in lieu of the per share stock consideration.

The merger is expected to close in early June 2016, subject to the satisfaction or waiver of certain conditions described in this prospectus. See BusinessThe Proposed Merger.

Even if the merger with Shire is completed, the Notes will be solely the obligations of Baxalta and Shire will have no obligations with respect to the Notes.

Recent Developments

On April 28, 2016, the company announced its preliminary unaudited financial results for the first quarter of 2016. In the first quarter, Baxalta generated net income of $145 million. These results include net after-tax special items totaling $181 million primarily for intangible asset amortization, expenses associated with the companys separation from Baxter and anticipated merger with Shire, as well as collaboration and business optimization charges. Baxaltas worldwide revenues of $1.5 billion advanced 14 percent from the prior-year period. By business, global hematology revenues for the first quarter were $843 million, immunology revenues for the first quarter were $653 million and Baxaltas new oncology business recorded revenues of $52 million in the first quarter.

The preliminary unaudited financial data for the first quarter of 2016 included in this prospectus has been prepared by, and is the responsibility of, Baxaltas management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.