NEW YORK--(BUSINESS WIRE)--Bristol-Myers Squibb Company (NYSE:BMY), with its wholly-owned subsidiary Celgene Corporation, announced the commencement of 20 separate offers to purchase for cash notes issued by the Offerors listed in the tables belowfor an aggregate purchase price of up to $4.0 billion.
2023 Pool
Offers to purchase for cash up to $950,000,000 aggregate purchase price for the securities listed in the priority order below.
|
Title of Security |
CUSIP/ISIN Number(s) |
Issuer / Offeror |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. Treasury Security(1) |
Bloomberg Reference Page |
Fixed Spread (basis points) (1) |
Early Tender Premium(2) |
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|
7.150% Notes due 2023 |
110122AA6 |
Bristol Myers Squibb |
$301,532,000 |
1 |
0.125% UST due January 31, 2023 |
FIT 1 |
15 |
$50 |
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|
4.000% Notes due 2023 |
110122DA3/ 110122BL1/ U11009AL8 |
Bristol Myers Squibb |
$636,086,000 |
2 |
0.125% UST due August 15, 2023 |
FIT 5 |
20 |
$50 |
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|
4.000% Notes due 2023 |
151020AJ3 |
Celgene |
$63,914,000 |
2 |
0.125% UST due August 15, 2023 |
FIT 5 |
20 |
$50 |
2024 Pool
Offers to purchase for cash up to $1,500,000,000 aggregate purchase price for the securities listed in the priority order below.
|
Title of Security |
CUSIP/ISIN Number(s) |
Issuer / Offeror |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. Treasury Security(1) |
Bloomberg Reference Page |
Fixed Spread (basis points) (1) |
Early Tender Premium(2) |
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|
3.625% Notes due 2024* |
110122DB1/ 110122BM9/ U11009AM6 |
Bristol Myers Squibb |
$882,510,000 |
1 |
0.125% UST due January 15, 2024 |
FIT 1 |
15 |
$50 |
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|
3.625% Notes due 2024* |
151020AP9 |
Celgene |
$117,490,000 |
1 |
0.125% UST due January 15, 2024 |
FIT 1 |
15 |
$50 |
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|
2.900% Notes due 2024 |
110122CM8/ 110122BZ0/ U11009AZ7 |
Bristol Myers Squibb |
$3,250,000,000 |
2 |
1.750% UST due July 31, 2024 |
FIT 5 |
15 |
$50 |
2025 Pool
Offers to purchase for cash up to $650,000,000 aggregate purchase price for the securities listed in the priority order below.
|
Title of Security |
CUSIP/ISIN Number(s) |
Issuer / Offeror |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. Treasury Security(1) |
Bloomberg Reference Page |
Fixed Spread (basis points) (1) |
Early Tender Premium(2) |
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|
3.875% Notes due 2025* |
110122DC9/ 110122BN7/ U11009AN4 |
Bristol Myers Squibb |
$2,379,532,000 |
1 |
0.375% UST due January 31, 2026 |
FIT 1 |
15 |
$50 |
||||||||
|
3.875% Notes due 2025* |
151020AS3 |
Celgene |
$120,468,000 |
1 |
0.375% UST due January 31, 2026 |
FIT 1 |
15 |
$50 |
High Coupon Pool
Offers to purchase for cash up to $900,000,000 aggregate purchase price for the securities listed in the priority order below.
|
Title of Security |
CUSIP/ISIN Number(s) |
Issuer / Offeror |
Principal Amount Outstanding |
Acceptance Priority Level |
Reference U.S. Treasury Security(1) |
Bloomberg Reference Page |
Fixed Spread (basis points) (1) |
Early Tender Premium(2) |
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|
6.125% Notes due 2038 |
110122AQ1 |
Bristol Myers Squibb |
$226,259,000 |
1 |
1.625% UST due November 15, 2050 |
FIT 1 |
90 |
$50 |
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|
5.875% Notes due 2036 |
110122AP3 |
Bristol Myers Squibb |
$286,673,000 |
2 |
1.625% UST due November 15, 2050 |
FIT 1 |
80 |
$50 |
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|
6.875% Notes due 2097 |
110122AC2 |
Bristol Myers Squibb |
$86,896,000 |
3 |
1.625% UST due November 15, 2050 |
FIT 1 |
165 |
$50 |
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|
5.700% Notes due 2040 |
110122DF2/ 110122BR8/ U11009AR5 |
Bristol Myers Squibb |
$245,785,000 |
4 |
1.625% UST due November 15, 2050 |
FIT 1 |
90 |
$50 |
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|
5.700% Notes due 2040 |
151020AF1 |
Celgene |
$4,215,000 |
4 |
1.625% UST due November 15, 2050 |
FIT 1 |
90 |
$50 |
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|
5.250% Notes due 2043 |
110122DG0/ 110122BS6/ U11009AS3 |
Bristol Myers Squibb |
$391,925,000 |
5 |
1.625% UST due November 15, 2050 |
FIT 1 |
85 |
$50 |
||||||||
|
5.250% Notes due 2043 |
151020AL8 |
Celgene |
$8,075,000 |
5 |
1.625% UST due November 15, 2050 |
FIT 1 |
85 |
$50 |
||||||||
|
4.625% Notes due 2044* |
110122DH8/ 110122BT4/ U11009AT1 |
Bristol Myers Squibb |
$976,477,000 |
6 |
1.625% UST due November 15, 2050 |
FIT 1 |
80 |
$50 |
||||||||
|
4.625% Notes due 2044* |
151020AM6 |
Celgene |
$23,523,000 |
6 |
1.625% UST due November 15, 2050 |
FIT 1 |
80 |
$50 |
||||||||
|
5.000% Notes due 2045* |
110122DJ4/ 110122BU1/ U11009AU8 |
Bristol Myers Squibb |
$1,959,524,000 |
7 |
1.625% UST due November 15, 2050 |
FIT 1 |
84 |
$50 |
||||||||
|
5.000% Notes due 2045* |
151020AU8 |
Celgene |
$40,476,000 |
7 |
1.625% UST due November 15, 2050 |
FIT 1 |
84 |
$50 |
||||||||
|
4.250% Notes due 2049* |
110122CR7/ 110122CD8/ U11009BD5 |
Bristol Myers Squibb |
$3,750,000,000 |
8 |
1.625% UST due November 15, 2050 |
FIT 1 |
88 |
$50 |
|
(1) |
The Total Consideration (as defined below) for each series of Notes will be based on the fixed spread for the applicable series of Notes plus the yield of the specified Reference U.S. Treasury Security for that series as of 11:00 a.m. (New York City time) on February 19, 2021, unless extended with respect to any Offer (as defined below) (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration. For the avoidance of doubt, the Early Tender Premium is included in the Total Consideration calculated based on the fixed spread for the applicable series of Notes and is not in addition to the Total Consideration. |
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(2) |
Payable, as part of the applicable Total Consideration, per each $1,000 principal amount of the specified series of Notes validly tendered at or prior to the applicable Early Tender Deadline (as defined below) and accepted for purchase (the “Early Tender Premium”). The total consideration for each $1,000 principal amount of each series of Notes validly tendered at or prior to the applicable Early Tender Deadline (including the Early Tender Premium) is referred to as the “Total Consideration” for such series. Holders of Notes (each, a “Holder” and collectively, “Holders”) who validly tender Notes of a series after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date (as defined below), will receive the tender consideration for any such series accepted for purchase by the applicable Offeror, which is equal to the Total Consideration minus the Early Tender Premium (with respect to such series, the “Tender Consideration”). |
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* |
Denotes a series of Notes for which the Total Consideration and the Tender Consideration will be determined taking into account the par call date, instead of the maturity date, of the Notes of such series in accordance with standard market practice. |
The outstanding debt securities listed in (i) the first table above labeled “2023 Pool” are referred to collectively as the “2023 Pool Notes,” (ii) the second table above labeled “2024 Pool” are referred to collectively as the “2024 Pool Notes,” (iii) the third table above labeled “2025 Pool” are referred to collectively as the “2025 Pool Notes,” and (iv) the fourth table above labeled “High Coupon Pool” are referred to collectively as the “High Coupon Pool Notes.” The High Coupon Pool Notes, the 2023 Pool Notes, the 2024 Pool Notes and the 2025 Pool Notes are referred to collectively as the “Notes,” and each series of Notes is referred to as a “series.” We refer to each offer to purchase a series of Notes for cash as an “Offer,” the offers to purchase the 2023 Pool Notes collectively as the “2023 Pool Offers,” the offers to purchase the 2024 Pool Notes collectively as the “2024 Pool Offers,” the offers to purchase the 2025 Pool Notes collectively as the “2025 Pool Offers,” the offers to purchase the High Coupon Pool Notes collectively as the “High Coupon Pool Offers,” and all the offers to purchase Notes are referred to collectively as the “Offers.”
The Offers are subject to the terms and conditions described in the Offer to Purchase dated February 4, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) which sets forth a detailed description of the Offers, including (i) the Acceptance Priority Procedures (as described below), (ii) a $950 million maximum aggregate purchase price of the 2023 Pool Notes validly tendered in the 2023 Pool Offers, excluding the applicable Accrued Coupon Payments (the “2023 Pool Maximum”), (iii) a $1.5 billion maximum aggregate purchase price of the 2024 Pool Notes validly tendered in the 2024 Pool Offers, excluding the applicable Accrued Coupon Payments (the “2024 Pool Maximum”), (iv) a $650 million maximum aggregate purchase price of the 2025 Pool Notes validly tendered in the 2025 Pool Offers, excluding the applicable Accrued Coupon Payments (the “2025 Pool Maximum”), and (v) a $900 million maximum aggregate purchase price of the High Coupon Pool Notes validly tendered in the High Coupon Pool Offers, excluding the applicable Accrued Coupon Payments (the “High Coupon Pool Maximum”).
The primary purpose of the Offers is to acquire the maximum principal amount of 2023 Pool Notes, 2024 Pool Notes, 2025 Pool Notes and High Coupon Pool Notes in the designated priority order for which the aggregate purchase price (excluding the applicable Accrued Coupon Payments) for each such group of Notes does not exceed the 2023 Pool Maximum, the 2024 Pool Maximum, the 2025 Pool Maximum and the High Coupon Pool Maximum, respectively. The Offers are not conditioned on any minimum amount of Notes being tendered, and none of the Offers are conditioned on the consummation of the other Offers. The Offers are subject to certain other general conditions as described in the Offer to Purchase. Each Offer may be amended, extended or, upon failure of a condition to be satisfied or waived prior to the applicable Early Tender Deadline (for any Offers for which the Offerors elect to exercise their Early Settlement Right (as defined below)) or the applicable Expiration Date (for any Notes not settled on the Early Settlement Date), terminated individually.
The Offers will each expire at 11:59 p.m. (New York City time) on March 4, 2021, unless extended or earlier terminated by the Offerors (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). To be eligible to receive the Total Consideration, which includes the Early Tender Premium, Holders must validly tender their Notes at or prior to 5:00 p.m. (New York City time) on February 18, 2021, unless extended (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Early Tender Deadline”). Holders who validly tender their Notes after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date, will be eligible to receive the Tender Consideration for any such series accepted for purchase. All Holders whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such No
