On March 2, 2022, Bristol-Myers Squibb Company (the "Company") reported that it completed the previously announced public offering (the "Offering") of its (i) $1,750,000,000 aggregate principal amount of 2.950% Notes due 2032, (ii) $1,250,000,000 aggregate principal amount of 3.550% Notes due 2042, (iii) $2,000,000,000 aggregate principal amount of 3.700% Notes due 2052 and (iv) $1,000,000,000 aggregate principal amount of 3.900% Notes due 2062 (collectively, the "Notes") (Filing, 8-K, Bristol-Myers Squibb, MAR 2, 2022, View Source [SID1234609420]).
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The Offering was made pursuant to, and in accordance with the terms and subject to the conditions set forth in, a Prospectus Supplement, dated February 15, 2022 and filed with the Securities and Exchange Commission (the "SEC") on February 15, 2022 (the "Prospectus Supplement"), and the Prospectus dated December 13, 2021, filed as part of the shelf registration statement (File No. 333-261623) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on December 13, 2021.
The Notes are governed by and were issued pursuant to that certain Indenture, dated as of June 1, 1993 (the "Base Indenture"), by and between the Company and The Bank of New York Mellon, as trustee, as supplemented by the Thirteenth Supplemental Indenture, dated as of March 2, 2022 (the "Thirteenth Supplemental Indenture" and, the Base Indenture as so supplemented, the "Indenture"). The Indenture contains customary covenants and restrictions, including covenants that require the Company to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or merge or consolidate with another entity. The Indenture also provides for customary events of default.
The 2032 Notes will bear interest at a rate of 2.950% per annum and will mature on March 15, 2032. The 2042 Notes will bear interest at a rate of 3.550% per annum and will mature on March 15, 2042. The 2052 Notes will bear interest at a rate of 3.700% per annum and will mature on March 15, 2052. The 2062 Notes will bear interest at a rate of 3.900% per annum and will mature on March 15, 2062.
Interest on the Notes will be payable on March 15 and September 15 of each year, beginning on September 15, 2022.
Prior to the applicable Par Call Date (as specified below), the Company may redeem any of the 2032 Notes, the 2042 Notes, the 2052 Notes and the 2062 Notes at its option, in whole or in part, at any time and from time to time at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the applicable series of Notes to be redeemed matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread set forth in the table below less (b) interest accrued to the date of redemption, and 100% of the principal amount of such series of Notes to be redeemed and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.