On February 14, 2024 Bristol Myers Squibb (NYSE: BMY) reported 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") (Press release, Bristol-Myers Squibb, FEB 15, 2024, View Source [SID1234640084]). 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.
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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.