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Item 8.01

On May 7, 2019, Bristol-Myers Squibb Company (the “Company”) agreed to sell (i) $750,000,000 aggregate principal amount of its floating rate notes due 2020, (ii) $500,000,000 aggregate principal amount of its floating rate notes due 2022, (iii) $1,000,000,000 aggregate principal amount of its 2.550% notes due 2021, (iv) $1,500,000,000 aggregate principal amount of its 2.600% notes due 2022, (v) $3,250,000,000 aggregate principal amount of its 2.900% notes due 2024, (vi) $2,250,000,000 aggregate principal amount of its 3.200% notes due 2026, (vii) $4,000,000,000 aggregate principal amount of its 3.400% notes due 2029, (viii) $2,000,000,000 aggregate principal amount of its 4.125% notes due 2039 and (ix) $3,750,000,000 aggregate principal amount of its 4.250% notes due 2049 (collectively, the “Notes”), to the Purchase Agreement, dated May 7, 2019 (the “Purchase Agreement”), among the Company and the initial purchasers named therein. The Notes are being issued to, and in accordance with the terms and subject to the conditions set forth in, a confidential offering memorandum, dated May 7, 2019. The Company expects that the Notes offering will be completed on or about May 16, 2019, subject to customary closing conditions.
The offering of the Notes is being conducted in connection with the previously announced proposed acquisition (the “Merger”) of Celgene Corporation (“Celgene”), which is expected to occur in the third quarter of calendar year 2019. The Company intends to use the net proceeds from the Notes offering to fund a portion of the aggregate cash portion of the merger consideration to be paid to Celgene shareholders in connection with the Merger and to pay related fees and expenses, with any remaining proceeds being used for general corporate purposes. The Notes offering is not conditioned upon the consummation of the Merger. However, if (i) the Merger has not been consummated on or prior to July 30, 2020 or (ii) prior to such date, the Company notifies the trustee in respect of the Notes that the Company will not pursue the consummation of the Merger, then the Company 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.
The description of the Purchase Agreement contained in this item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed hereto as Exhibit 1.1 to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Certain of the financial institutions party to the Purchase Agreement, either directly or through affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for the Company and in connection with the Merger for which they have received, and will receive, customary fees and commissions.
On May 7, 2019, the Company issued a press release announcing the pricing of the Notes. A copy of the related press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
(d) Exhibits
The following exhibits are included as part of this Current Report on Form 8-K:
EX-1.1 2 nc10001539x3_ex1-1.htm PURCHASE AGREEMENT Exhibit 1.1 Execution Version Bristol-Myers Squibb Company $750,…
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Bristol-Myers Squibb Company is engaged in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products. The Company’s pharmaceutical products include chemically synthesized drugs, or small molecules, and products produced from biological processes called biologics. Small molecule drugs are administered orally in the form of a pill or tablet. Biologics are administered to patients through injections or by infusion. It offers products for a range of therapeutic classes, which include virology, including human immunodeficiency virus (HIV) infection; oncology; immunoscience; cardiovascular, and neuroscience. Its late-stage investigational compounds that are in Phase III clinical trials include Beclabuvir, BMS-663068 and Prostvac.

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