Bristol Myers Squibb (NYSE: BMY) today announced that it has
priced a public offering (the “Offering”) of senior unsecured notes
in a combined aggregate principal amount of $13 billion
(collectively, the “Notes”). The Notes will be issued in nine
tranches: (i) $500,000,000 in aggregate principal amount of
floating rate notes due 2026, (ii) $1,000,000,000 in aggregate
principal amount of 4.950% notes due 2026, (iii) $1,000,000,000 in
aggregate principal amount of 4.900% notes due 2027, (iv)
$1,750,000,000 in aggregate principal amount of 4.900% notes due
2029, (v) $1,250,000,000 in aggregate principal amount of 5.100%
notes due 2031, (vi) $2,500,000,000 in aggregate principal amount
of 5.200% notes due 2034 (the “2034 Notes”), (vii) $500,000,000 in
aggregate principal amount of 5.500% notes due 2044 (the “2044
Notes”), (viii) $2,750,000,000 in aggregate principal amount of
5.550% notes due 2054 (the “2054 Notes”) and (ix) $1,750,000,000 in
aggregate principal amount of 5.650% notes due 2064 (the “2064
Notes”). Bristol Myers Squibb expects that the closing of the
Offering will occur on February 22, 2024, subject to the
satisfaction of customary closing conditions.
Bristol Myers Squibb intends to use a portion of the net
proceeds of the Offering to fund the cash consideration payable in
connection with the previously announced proposed acquisitions of
Karuna Therapeutics, Inc. (“Karuna”) and RayzeBio, Inc.
(collectively, the “Acquisitions”) and the fees and expenses in
connection therewith and with the Offering. Bristol Myers Squibb
expects to use any remaining net proceeds from the Offering for
general corporate purposes. The Offering is not conditioned upon
the consummation of the Acquisitions; however, if Bristol Myers
Squibb's acquisition of Karuna is not completed on or before the
later of (i) June 30, 2025 and (ii) the date that is five business
days after any later date to which the “End Date” as set forth in
the merger agreement relating to acquisition of Karuna may be
extended pursuant to its terms, or Bristol Myers Squibb notifies
the trustee in respect of the Notes that it will not pursue
consummation of the acquisition of Karuna, then Bristol Myers
Squibb will be required to redeem all outstanding Notes, other than
the 2034 Notes, the 2044 Notes, the 2054 Notes and the 2064 Notes,
at a special mandatory redemption price equal to 101% of the
aggregate principal amount of such series of Notes, plus accrued
and unpaid interest, if any, to, but excluding, the special
mandatory redemption date.
Citigroup Global Markets Inc., BofA Securities, Inc., Wells
Fargo Securities, LLC, and Mizuho Securities USA LLC are acting as
joint lead managers and joint book-running managers for the
Offering.
The Offering of the Notes is being made pursuant to an effective
shelf registration statement (including a prospectus and
preliminary prospectus supplement) (File No. 333-261623) filed with
the U.S. Securities and Exchange Commission (the “SEC”). You may
get these documents for free by visiting EDGAR on the SEC website
at www.sec.gov. Alternatively, Bristol Myers Squibb, any
underwriter or any dealer participating in the Offering will
arrange to send you the prospectus and the preliminary prospectus
supplement (or, if available, the prospectus supplement) if you
request it by contacting Bristol Myers Squibb Investor Relations or
Citigroup Global Markets Inc. at 1-800-831-9146, BofA Securities,
Inc. at 1-800-294-1322, Wells Fargo Securities, LLC at
1-800-645-3751, or Mizuho Securities USA LLC at 1-866-271-7403.
This press release shall not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, the
Notes or any other security. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such an offer,
solicitation or sale would be unlawful.
Cautionary Notes on Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. You can generally identify forward-looking statements by
the use of forward-looking terminology such as “should,” “could,”
“expect,” “anticipate,” “estimate,” “target,” “may,” “project,”
“guidance,” “intend,” “plan,” “believe,” “will” and other words and
terms of similar meaning and expression in connection with any
discussion of future operating or financial performance, although
not all forward-looking statements contain such terms. All
statements that are not statements of historical facts are, or may
be deemed to be, forward-looking statements. These statements are
likely to relate to, among other things, statements about the
expected timing of completion of the Offering, the intended use of
proceeds from the proposed Offering, the consummation of the
Acquisitions and projections as to the anticipated benefits thereof
and are based on current expectations and involve inherent risks
and uncertainties, including factors that could delay, divert or
change any of them, and could cause actual outcomes to differ
materially from current expectations. These risks, assumptions,
uncertainties and other factors include, among others, that the
conditions to completion of the Acquisitions are not satisfied or
waived or that the Acquisitions are not completed within the
anticipated timeline or at all. No forward-looking statement can be
guaranteed. Forward-looking statements in this press release should
be evaluated together with the many risks and uncertainties that
affect Bristol Myers Squibb’s business and market, particularly
those identified in the cautionary statement and risk factors
discussion in Bristol Myers Squibb’s Annual Report on Form 10-K for
the year ended December 31, 2023, as updated by Bristol Myers
Squibb’s subsequent Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other filings with the SEC. The forward-looking
statements included in this press release are made only as of the
date of this document and except as otherwise required by
applicable law, Bristol Myers Squibb undertakes no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, changed circumstances
or otherwise.
About Bristol Myers Squibb Company
Bristol Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop, and deliver innovative medicines
that help patients prevail over serious diseases.
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