Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2020, bluebird bio, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Cowen and Company, LLC, as representatives of the underwriters named therein (collectively, the "Underwriters"), relating to the public offering (the "Offering") of 9,090,910 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), at a price to the public of $55.00 per share (the "Offering Price"), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $471.0 million. The Offering is expected to close on May 21, 2020, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 1,363,636 shares of Common Stock at the Offering Price.

The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3ASR (File No. 333-236489), including the prospectus dated February 18, 2020, as supplemented by a prospectus supplement dated May 18, 2020, filed on May 18, 2020.

In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On May 18, 2020, the Company issued a press release announcing the Offering. On May 18, 2020, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated as of May 18, 2020, among bluebird
                 bio, Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and
                 Cowen and Company, LLC, as representatives of the underwriters named
                 therein.

    5.1            Opinion of Goodwin Procter LLP.

   23.1            Consent of Goodwin Procter LLP (included in Exhibit 5.1).

   99.1            Press release issued by bluebird bio, Inc. on May 18, 2020.

   99.2            Press release issued by bluebird bio, Inc. on May 18, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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