BLUEBIRD BIO, INC. : conclusion of a major definitive agreement, conclusion of the acquisition or disposal of assets, change of directors or senior managers, disclosure of FD regulations, financial statements and supporting documents (form 8-K)

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Item 1.01 Entry into a Material Definitive Agreement.
Agreements with 2seventy bio
On November 4, 2021, bluebird bio, Inc. ("bluebird bio") completed the
previously announced separation of its oncology programs and portfolio, and
certain related assets and liabilities, into a separate, independent, publicly
traded company (the "Separation"). The Separation was effected by means of a
distribution of all of the outstanding shares of common stock of 2seventy bio,
Inc. ("2seventy bio") in which each bluebird bio stockholder received one share
of common stock, par value $0.0001 per share, of 2seventy bio for every three
shares of common stock, par value $0.01 per share, of bluebird bio held as of
the close of business on October 19, 2021 (the "Distribution").
Separation Agreement
In connection with the Separation, bluebird bio entered into a separation
agreement (the "Separation Agreement") with 2seventy bio, dated as of November
3, 2021, that, among other things, set forth bluebird bio's agreements with
2seventy bio regarding the principal actions to be taken in connection with the
Separation, including the Distribution. The effective time of the Distribution
was 12:01 a.m. on November 4, 2021. The Separation Agreement identifies assets
transferred to, liabilities assumed by and contracts assigned to 2seventy bio as
part of the Separation, and it provides for when and how these transfers,
assumptions and assignments occur. The purpose of the Separation Agreement is to
provide 2seventy bio and bluebird bio with assets to operate their respective
businesses and retain or assume liabilities related to those assets. Each of
2seventy bio and bluebird bio agreed to releases, with respect to pre-Separation
claims, and cross indemnities with respect to post-Separation claims, that are
principally designed to place financial responsibility for the obligations and
liabilities allocated to 2seventy bio under the Separation Agreement with
2seventy bio and financial responsibility for the obligations and liabilities
allocated to bluebird bio under the Separation Agreement. bluebird bio and
2seventy bio are also each subject to mutual 12-month employee non-solicit and
non-hire restrictions, subject to certain customary exceptions.
Tax Matters Agreement
bluebird bio and 2seventy bio also entered into a tax matters agreement, dated
as of November 3, 2021, governing bluebird bio's and 2seventy bio's respective
rights, responsibilities and obligations with respect to taxes (including taxes
arising in the ordinary course of business and taxes, if any, incurred as a
result of any failure of the distribution and certain related transactions to
qualify as tax-free for U.S. federal income tax purposes), tax attributes, the
preparation and filing of tax returns, the control of audits and other tax
proceedings, and assistance and cooperation in respect of tax matters).
In addition, the tax matters agreement imposes certain restrictions on 2seventy
bio (including restrictions on share issuances, business combinations, sales of
assets and similar transactions) that are designed to preserve the tax-free
status of the Distribution and certain related transactions. The tax matters
agreement provides special rules that allocate tax liabilities in the event the
Distribution, together with certain related transactions, is not tax-free. In
general, under the terms of the tax matters agreement, if the distribution,
together with certain related transactions, were to fail to qualify as a
transaction that is generally tax-free, for U.S. federal income tax purposes,
under Sections 355 and 368(a)(1)(D) of the Code, and if and to the extent that
such failure results from a prohibited change of control in bluebird bio under
Section 355(e) of the Code or an acquisition of bluebird bio stock or assets or
certain actions, omissions or failures to act, by bluebird bio, then bluebird
bio will bear any resulting taxes, interest, penalties and other costs. If and
to the extent that such failure results from a prohibited change of control in
2seventy bio under Section 355(e) of the Code or an acquisition of 2seventy
bio's stock or assets or certain actions by 2seventy bio, then 2seventy bio will
indemnify bluebird bio for any resulting taxes, interest, penalties and other
costs, including any reductions in bluebird bio's net operating loss
carryforwards or other tax assets. If such failure does not result from a
prohibited change of control in bluebird bio or 2seventy bio under Section
355(e) of the Code and both 2seventy bio and bluebird bio are responsible for
such failure, liability will be shared according to relative fault. If neither
2seventy bio nor bluebird bio is responsible for such failure, bluebird bio will
bear any resulting taxes, interest, penalties and other costs.

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Employee Matters Agreement
In connection with the Separation, bluebird bio also entered into an employee
matters agreement with 2seventy bio, dated as of November 3, 2021. The employee
matters agreement allocates assets, liabilities and responsibilities relating to
the employment, compensation and employee benefits of bluebird bio and 2seventy
bio employees, and other related matters, in connection with the Separation,
including the treatment of outstanding bluebird bio incentive equity awards and
certain retirement and welfare benefit obligations. The employee matters
agreement generally provides that, unless otherwise specified, 2seventy bio is
responsible for liabilities associated with employees who transfer to 2seventy
bio and employees whose employment terminated prior to the distribution but who
primarily supported the 2seventy bio business, and bluebird bio is responsible
for liabilities associated with other employees, including employees retained by
bluebird bio.
. . .


Item 2.01 Completion of the Acquisition or Disposition of Assets.
As described above, on November 4, 2021, bluebird bio completed the Separation
and Distribution. In the Distribution, bluebird bio stockholders received one
share of 2seventy bio common stock for every three shares of bluebird bio common
stock held at the close of business on October 19, 2021. bluebird bio did not
issue fractional shares of 2seventy bio's common stock in the distribution.
Instead, bluebird bio's stockholders are entitled to receive cash in lieu of
fractional 2seventy bio shares, subject to applicable tax withholding.
In connection with the Separation, bluebird bio assigned the material agreements
listed below to 2seventy bio:
•Amended and Restated Master Collaboration Agreement by and between bluebird
bio, Inc. and Celgene Corporation, dated June 3, 2015
•Amendment No. 1 to Amended and Restated Master Collaboration Agreement by and
between bluebird bio, Inc. and Celgene Corporation, dated February 17, 2016
•Amendment No. 2 to Amended and Restated Master Collaboration Agreement by and
between bluebird bio, Inc. and Celgene Corporation, dated September 28, 2017
•Amended and Restated License Agreement by and between bluebird bio, Inc. and
Celgene Corporation, dated February 16, 2016
•Second Amended and Restated License Agreement by and between bluebird bio, Inc.
and Celgene Corporation and Celgene European Investment Company LLC, dated May
8, 2020
•Amended and Restated Co-Development, Co-Promote and Profit Share Agreement by
and between bluebird bio, Inc. and Celgene Corporation and Celgene European
Investment Company LLC, dated March 26, 2018
•First Amendment to Amended and Restated Co-Development, Co-Promote and Profit
Share Agreement by and between bluebird bio, Inc. and Celgene Corporation and
Celgene European Investment Company LLC, dated May 8, 2020
•Lease, dated September 21, 2015, by and between bluebird bio, Inc. and ARE-MA
Region No. 40 LLC


Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents. At November 4, 2021, as part of the Separation, Daniel lynch, Sarah glickman, Ramy ibrahim, Denice Torres, Marcela maus and Guillaume Sellers each has resigned from the board of directors of bluebird bio (the “Board”). There is no disagreement between Mr. Lynch, Mrs. Glickman, Dr Ibrahim, Mrs. Torres, Dr Maus, and Dr Sellers and bluebird bio on any matter relating to the operations, policies or practices of bluebird bio.

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Additionally, on November 4, 2021, in connection with the Separation, Nick
Leschly, William Baird and Philip Gregory resigned as bluebird bio's chief
executive officer, chief financial officer and chief scientific officer,
respectively.
In connection with and effective as of the Separation, Andrew Obenshain, 48, was
appointed as bluebird bio's president, chief executive officer and principal
executive officer and member of the Board. Mr. Obenshain has served as bluebird
bio's President, Severe Genetic Diseases since August 2020 and its senior vice
president, head of Europe since 2016. Prior to that, from September 2015 to
September 2016, Mr. Obenshain was the general manager of France and Benelux at
Shire Pharmaceuticals, Inc. and from 2007 to 2013, he held roles of increasing
responsibility at Genzyme. Mr. Obenshain received his MBA from Northwestern
University's Kellogg School of Management, and his B.A. in genetics, cell and
developmental biology from Dartmouth College.
There are no (i) family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Obenshain and any of bluebird bio's executive officers or directors,
or any person nominated to become a director or executive officer, (ii)
arrangements or understandings between Mr. Obenshain and any other person
pursuant to which Mr. Obenshain was appointed as chief executive officer of
bluebird bio or (iii) transactions in which Mr. Obenshain has an interest
requiring disclosure under Item 404(a) of Regulation S-K. In connection with his
appointment as bluebird bio's chief executive officer and principal executive
officer, Mr. Obenshain's annual base salary was increased from $550,000 to
$625,000, and his annual target bonus was increased to 60% of his base salary.
In connection with and effective as of the Separation, Gina Consylman, 49, was
appointed as bluebird bio's chief financial officer and principal financial
officer. Prior to joining bluebird bio, Ms. Consylman served as senior vice
president, chief financial officer of Ironwood Pharmaceuticals, Inc., since
November 2017. From 2014 to 2017, Ms. Consylman held roles of increasing
responsibility at Ironwood. Ms. Consylman holds a B.S. in accounting from
Johnson & Wales University and a M.S. in taxation from Bentley University.
There are no (i) family relationships, as defined in Item 401 of Regulation S-K,
between Ms. Consylman and any of bluebird bio's executive officers or directors,
or any person nominated to become a director or executive officer, (ii)
arrangements or understandings between Ms. Consylman and any other person
pursuant to which Ms. Consylman was appointed as chief financial officer of
bluebird bio or (iii) transactions in which Ms. Consylman has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
In connection with and effective as of the Separation, Jason Cole, 49, was
appointed as bluebird bio's chief business officer. Mr. Cole has served as
bluebird bio's chief operating and legal officer since February 2019. Prior to
this role, Mr. Cole served as bluebird bio's chief legal officer since March
2016. Mr. Cole received an A.B. in Government from Dartmouth College and a J.D.
from Columbia University School of Law.
There are no (i) family relationships, as defined in Item 401 of Regulation S-K,
between Mr. Cole and any of bluebird bio's executive officers or directors, or
any person nominated to become a director or executive officer, (ii)
arrangements or understandings between Mr. Cole and any other person pursuant to
which Mr. Cole was appointed as chief business officer of bluebird bio or (iii)
transactions in which Mr. Cole has an interest requiring disclosure under Item
404(a) of Regulation S-K.
In connection with and effective as of the Separation, Jessica Whitten, 45, was
appointed as bluebird bio's chief accounting officer and principal accounting
officer. Ms. Whitten has served as bluebird bio's vice president of accounting
and global controller since February 2021. Prior to this role, Ms. Whitten
served as bluebird bio's vice president of internal audit since November 2019.
Prior to that, from 2017 to 2019, Ms. Whitten was vice president of internal
audit with American Renal Associates and from 2015 through 2017 Ms. Whitten was
with the Federal Reserve Bank of Boston as assistant vice president and
assistant general auditor. Ms. Whitten received a B.A. in accounting and English
from Bentley University.
There are no (i) family relationships, as defined in Item 401 of Regulation S-K,
between Ms. Whitten and any of bluebird bio's executive officers or directors,
or any person nominated to become a director or executive officer, (ii)
arrangements or understandings between Ms. Whitten and any other person pursuant
to which Ms. Whitten was appointed as chief accounting officer of bluebird bio
or (iii) transactions in which Ms. Whitten has an interest requiring disclosure
under Item 404(a) of Regulation S-K. In connection with her appointment as
bluebird

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the accounting director and chief accountant of bio, Mrs. Whitten’s the annual base salary has increased from $ 290,000 To $ 300,000.

Article 7.01 Regulation FD Disclosure. At November 4, 2021, bluebird bio issued a press release in connection with the completion of the separation. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information. The unaudited pro forma consolidated
financial statements of bluebird bio, Inc., giving effect to the Separation, and
the related notes thereto, are attached hereto as Exhibit 99.2.
(d) Exhibits.
 Exhibit No.                                   Description
     2.1*           Separation Agreement, dated as of November 3, 2021, by and between
                  bluebird bio, Inc. and 2seventy bio, Inc.
     10.1           Tax Matters Agreement, dated as of November 3, 2021, by and between
                  bluebird bio, Inc. and 2seventy bio, Inc.
    10.2*           Employee Matters Agreement, dated as of November 3, 2021, by and
                  between bluebird bio, Inc. and 2seventy bio, Inc.
    10.3*           Intellectual Property License Agreement, dated as of November 3,
                  2021, by and between bluebird bio, Inc. and 2seventy bio, Inc.
    10.4*           Transition Services Agreement, dated as of November 3, 2021, by and
                  between bluebird bio, Inc. and 2seventy bio, Inc.
    10.5*           Transition Services Agreement, dated as of November 3, 2021, by and
                  between 2seventy bio, Inc. and bluebird bio, Inc.
     99.1           Press Release of bluebird bio, Inc. dated November 4, 2021
     99.2           bluebird bio, Inc. Unaudited Pro Forma Consolidated Financial
                  Statements
     104          Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

* Annexes and exhibits have been omitted in accordance with Article 601 (b) (2) of Regulation SK. bluebird bio hereby undertakes to provide copies of all omitted schedules and exhibits upon request of the United States Securities Commission.

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