Item 1.01 Entry into a Material Definitive Agreement. Agreements with 2seventy bio OnNovember 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 onOctober 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 ofNovember 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 was12:01 a.m. onNovember 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 ofNovember 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 forU.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, forU.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.
--------------------------------------------------------------------------------
Employee Matters Agreement In connection with the Separation, bluebird bio also entered into an employee matters agreement with 2seventy bio, dated as ofNovember 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, onNovember 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 onOctober 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, datedJune 3, 2015 •Amendment No. 1 to Amended and Restated Master Collaboration Agreement by and between bluebird bio, Inc. and Celgene Corporation, datedFebruary 17, 2016 •Amendment No. 2 to Amended and Restated Master Collaboration Agreement by and between bluebird bio, Inc. and Celgene Corporation, datedSeptember 28, 2017 •Amended and Restated License Agreement by and between bluebird bio, Inc. and Celgene Corporation, datedFebruary 16, 2016 •Second Amended and Restated License Agreement by and between bluebird bio, Inc. and Celgene Corporation andCelgene European Investment Company LLC , datedMay 8, 2020 •Amended and Restated Co-Development, Co-Promote and Profit Share Agreement by and between bluebird bio, Inc. and Celgene Corporation andCelgene European Investment Company LLC , datedMarch 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 andCelgene European Investment Company LLC , datedMay 8, 2020 •Lease, datedSeptember 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 Arrangements of Certain Officers.
On
--------------------------------------------------------------------------------
Additionally, onNovember 4, 2021 , in connection with the Separation,Nick Leschly ,William Baird andPhilip 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 sinceAugust 2020 and its senior vice president, head ofEurope since 2016. Prior to that, fromSeptember 2015 toSeptember 2016 ,Mr. Obenshain was the general manager ofFrance and Benelux atShire Pharmaceuticals, Inc. and from 2007 to 2013, he held roles of increasing responsibility atGenzyme .Mr. Obenshain received his MBA from Northwestern University'sKellogg School of Management , and his B.A. in genetics, cell and developmental biology fromDartmouth College . There are no (i) family relationships, as defined in Item 401 of Regulation S-K, betweenMr. 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 betweenMr. Obenshain and any other person pursuant to whichMr. Obenshain was appointed as chief executive officer of bluebird bio or (iii) transactions in whichMr. 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., sinceNovember 2017 . From 2014 to 2017,Ms. Consylman held roles of increasing responsibility at Ironwood.Ms. Consylman holds a B.S. in accounting fromJohnson & Wales University and a M.S. in taxation fromBentley University . There are no (i) family relationships, as defined in Item 401 of Regulation S-K, betweenMs. 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 betweenMs. Consylman and any other person pursuant to whichMs. Consylman was appointed as chief financial officer of bluebird bio or (iii) transactions in whichMs. 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 sinceFebruary 2019 . Prior to this role,Mr. Cole served as bluebird bio's chief legal officer sinceMarch 2016 .Mr. Cole received an A.B. in Government fromDartmouth College and a J.D. fromColumbia University School of Law . There are no (i) family relationships, as defined in Item 401 of Regulation S-K, betweenMr. 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 betweenMr. Cole and any other person pursuant to whichMr. Cole was appointed as chief business officer of bluebird bio or (iii) transactions in whichMr. 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 sinceFebruary 2021 . Prior to this role,Ms. Whitten served as bluebird bio's vice president of internal audit sinceNovember 2019 . Prior to that, from 2017 to 2019,Ms. Whitten was vice president of internal audit withAmerican Renal Associates and from 2015 through 2017 Ms. Whitten was with theFederal Reserve Bank of Boston as assistant vice president and assistant general auditor.Ms. Whitten received a B.A. in accounting and English fromBentley University . There are no (i) family relationships, as defined in Item 401 of Regulation S-K, betweenMs. 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 betweenMs. Whitten and any other person pursuant to whichMs. Whitten was appointed as chief accounting officer of bluebird bio or (iii) transactions in whichMs. Whitten has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with her appointment as bluebird
--------------------------------------------------------------------------------
bio's chief accounting officer and principal accounting officer,
Item 7.01 Regulation FD Disclosure.
On
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 ofNovember 3, 2021 , by and between bluebird bio, Inc. and 2seventy bio, Inc. 10.1 Tax Matters Agreement, dated as ofNovember 3, 2021 , by and between bluebird bio, Inc. and 2seventy bio, Inc. 10.2* Employee Matters Agreement, dated as ofNovember 3, 2021 , by and between bluebird bio, Inc. and 2seventy bio, Inc. 10.3* Intellectual Property License Agreement, dated as ofNovember 3, 2021 , by and between bluebird bio, Inc. and 2seventy bio, Inc. 10.4* Transition Services Agreement, dated as ofNovember 3, 2021 , by and between bluebird bio, Inc. and 2seventy bio, Inc. 10.5* Transition Services Agreement, dated as ofNovember 3, 2021 , by and between 2seventy bio, Inc. and bluebird bio, Inc. 99.1 Press Release of bluebird bio, Inc. datedNovember 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)
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. bluebird bio hereby undertakes to furnish copies of any of the
omitted schedules and exhibits upon request by the
--------------------------------------------------------------------------------
© Edgar Online, source