8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Corporate Update (Nov 13, 2023)

Filed November 13, 2023For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) has filed an 8-K report detailing the successful completion of a substantial public offering of notes totaling $4.5 billion. The offering comprises four tranches with varying interest rates and maturity dates, ranging from 2031 to 2063. The company intends to utilize the net proceeds from this offering for general corporate purposes, with a specific mention of financing the proposed acquisition of Mirati Therapeutics, Inc., and associated fees and expenses. This issuance represents a strategic move to secure funding for significant future investments and operational needs. The notes are governed by an indenture, which includes customary covenants and restrictions related to incurring secured debt, engaging in sale/leaseback transactions, and significant corporate actions like mergers. The company retains the option to redeem the notes prior to maturity, with redemption terms outlined for both 'make-whole' provisions before a certain date and at par value on or after the applicable 'Par Call Date.' Investors should note the specific interest rates and maturity dates, as well as the company's flexibility in early redemption.

Key Highlights

  • 1BMY successfully closed a $4.5 billion public offering of notes on November 13, 2023.
  • 2The offering consists of four series of notes: $1B (5.750% due 2031), $1B (5.900% due 2033), $1.25B (6.250% due 2053), and $1.25B (6.400% due 2063).
  • 3Proceeds are intended for general corporate purposes, notably to finance the proposed acquisition of Mirati Therapeutics, Inc.
  • 4The notes are governed by an indenture with standard covenants and restrictions.
  • 5Bristol-Myers Squibb has the option to redeem the notes before maturity, with specific provisions and pricing outlined.
  • 6The offering was made pursuant to a prospectus supplement dated October 30, 2023.
  • 7The report includes the underwriting agreement and supplemental indenture as filed exhibits.

Frequently Asked Questions

Bristol-Myers Squibb raised a total of $4.5 billion through the public offering of its notes.

The company intends to use the net proceeds for general corporate purposes, including financing the proposed acquisition of Mirati Therapeutics, Inc., and related fees and expenses.

The notes have varying principal amounts, interest rates, and maturity dates: $1 billion of 5.750% Notes due 2031, $1 billion of 5.900% Notes due 2033, $1.25 billion of 6.250% Notes due 2053, and $1.25 billion of 6.400% Notes due 2063. Interest payments are semi-annual, starting in February or May 2024 depending on the series.

Yes, the company has the option to redeem the notes at any time prior to maturity. Before a specified 'Par Call Date,' a 'make-whole' redemption price will apply, calculated based on present values and a spread over Treasury rates. On or after the 'Par Call Date,' the company can redeem the notes at 100% of the principal amount plus accrued interest.