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BLUEBIRD BIO, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

July 9, 2014



Item 1.01 Entry into a Material Definitive Agreement

On July 8, 2014, bluebird bio, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Cowen and Company, LLC, as representatives of the underwriters named therein (collectively, the "Underwriters"), relating to the public offering (the "Offering") of 3,000,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), at a price to the public of $34.00 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 $95.6 million. The Offering is expected to close on July 14, 2014, 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 450,000 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. 333-197192), including the prospectus dated July 2, 2014, as supplemented by a prospectus supplement dated July 8, 2014.

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 July 7, 2014, the Company issued a press release announcing the Offering and on July 8, 2014, 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 July 8, 2014, among bluebird bio, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 July 7, 2014. 99.2 Press release issued by bluebird bio, Inc. on July 8, 2014.



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Source: Edgar Glimpses


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