8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (May 8, 2019)

Filed May 8, 2019For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) announced on May 7, 2019, the pricing of a significant debt offering totaling approximately $17.25 billion. This offering includes various tranches of floating rate notes and fixed-rate notes with maturities ranging from 2020 to 2049. The primary purpose of this debt issuance is to fund a portion of the cash consideration required for the previously announced acquisition of Celgene Corporation, a major strategic move for BMY. Investors should note that the debt offering is not contingent on the completion of the Celgene merger. However, if the merger does not close by July 30, 2020, or if BMY decides not to proceed with the merger, the company is obligated to redeem all outstanding notes at a premium (101% of principal plus accrued interest). This provides a degree of protection for bondholders in the event the merger is unsuccessful, while also highlighting the critical nature of the Celgene acquisition to BMY's financing strategy.

Key Highlights

  • 1BMY priced a substantial debt offering totaling $17.25 billion across multiple note issuances with varying maturities.
  • 2The debt offering is intended to finance a portion of the cash consideration for the pending acquisition of Celgene Corporation.
  • 3The Notes offering is independent of the Celgene merger's consummation, meaning the debt must be issued regardless of the merger's outcome.
  • 4A mandatory redemption clause is in place: if the Celgene merger is not completed by July 30, 2020, BMY must redeem all notes at 101% of face value plus accrued interest.
  • 5The debt issuance signals BMY's commitment to funding the Celgene acquisition through debt financing.
  • 6The offering includes both floating rate notes and fixed-rate notes, diversifying the company's debt structure.
  • 7BMY has filed the Purchase Agreement and a press release announcing the pricing of the notes as exhibits to the 8-K.

Frequently Asked Questions

Bristol-Myers Squibb is issuing these notes primarily to secure a portion of the significant cash required to complete its previously announced acquisition of Celgene Corporation. Any remaining proceeds will be used for general corporate purposes.

No, the debt offering is not conditioned on the consummation of the Celgene merger. Bristol-Myers Squibb will proceed with issuing the notes regardless of whether the merger is completed.

If the Celgene merger is not completed by July 30, 2020, or if Bristol-Myers Squibb decides not to pursue the merger before that date, the company is obligated to redeem all outstanding notes at a special mandatory redemption price. This price is set at 101% of the aggregate principal amount of the notes, plus any accrued and unpaid interest.

The total aggregate principal amount of the notes being offered is $17.25 billion, comprising nine different series with various maturities and interest rate structures.