On November 9, 2020 Bristol-Myers Squibb Company (NYSE:BMY) reported that it has priced a public offering (the "Offering") of senior unsecured notes in a combined aggregate principal amount of $7 billion (collectively, the "Notes"). The Notes will be issued in six tranches: (i) $1,500,000,000 in aggregate principal amount of 0.537% notes due 2023, (ii) $1,000,000,000 in aggregate principal amount of 0.750% notes due 2025, (iii) $1,000,000,000 in aggregate principal amount of 1.125% notes due 2027, (iv) $1,250,000,000 in aggregate principal amount of 1.450% notes due 2030, (v) $750,000,000 in aggregate principal amount of 2.350% notes due 2040 and (vi) $1,500,000,000 in aggregate principal amount of 2.550% notes due 2050 (Press release, Bristol-Myers Squibb, NOV 9, 2020, View Source [SID1234570907]). Bristol Myers Squibb expects that the closing of the Offering will occur on November 13, 2020, subject to the satisfaction of customary closing conditions.
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The Offering is being conducted in connection with the previously announced proposed acquisition ("Acquisition") of MyoKardia, Inc. ("MyoKardia"), which is expected to close in the fourth quarter of 2020. Bristol Myers Squibb intends to use the net proceeds of the Offering to fund a portion of the aggregate cash consideration payable to MyoKardia shareholders in connection with the Acquisition and to pay related fees and expenses, with any remaining proceeds being used for general corporate purposes. The Offering is not conditioned upon the consummation of the Acquisition. However, if (i) the Acquisition has not been consummated on or prior to June 30, 2021 or (ii) prior to such date, Bristol Myers Squibb notifies the trustee in respect of the Notes that Bristol Myers Squibb will not pursue the consummation of the Acquisition, then Bristol Myers Squibb will be required to redeem all outstanding Notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the applicable special mandatory redemption date.
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., and Deutsche Bank Securities Inc. 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. 333-236272) 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 c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 1-800-831-9146, J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by telephone at 1-866-803-9204, Barclays Capital Inc. at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at [email protected] or by telephone at 1-888-603-5847, or Deutsche Bank Securities Inc. at Attn: Prospectus Department, 60 Wall Street, New York, New York 10005, by email at [email protected] or by telephone at 1-800-503-4611.