Bristol Myers Squibb Prices $4.5 Billion of Senior Unsecured Notes

By: Bristol Myers Squibb via Business Wire

October 30, 2023 at 20:19 PM EDT

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 $4.5 billion (collectively, the “Notes”). The Notes will be issued in four tranches: (i) $1,000,000,000 in aggregate principal amount of 5.750% notes due 2031, (ii) $1,000,000,000 in aggregate principal amount of 5.900% notes due 2033, (iii) $1,250,000,000 in aggregate principal amount of 6.250% notes due 2053, and (iv) $1,250,000,000 in aggregate principal amount of 6.400% notes due 2063. Bristol Myers Squibb expects that the closing of the Offering will occur on November 13, 2023, subject to the satisfaction of customary closing conditions.

Bristol Myers Squibb intends to use the net proceeds of the Offering for general corporate purposes, including, but not limited to, the financing of the previously announced proposed acquisition of Mirati Therapeutics, Inc. (the “Acquisition”) and the fees and expenses in connection therewith and with the Offering. The Offering is not conditioned upon the consummation of the Acquisition.

Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC are acting as 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 Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2^nd Floor, New York, N.Y. 10014, or by email at prospectus@morganstanley.com, Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, by telephone at 1-888-603-5847, or by email at barclaysprospectus@broadridge.com, Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, by telephone at 1-800-831-9146, or by email at prospectus@citi.com, or J.P. Morgan Securities LLC, Attn: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, or by telephone at 1-866-803-9204.

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 Acquisition 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 Acquisition are not satisfied or waived or that the Acquisition is 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, 2022, 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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