Bristol-Myers Squibb Files 8-K on Debt and Contingent Value Rights

TL;DR

**BMS just filed an 8-K about its 2025 and 2035 notes and Celgene contingent value rights, keep an eye on those debt obligations!**

AI Summary

Bristol-Myers Squibb Company filed an 8-K on February 22, 2024, reporting an event that occurred on February 14, 2024. The filing pertains to 'Other Events' and 'Financial Statements and Exhibits,' specifically mentioning 'bmy:One000NotesDue2025Member', 'bmy:CelgeneContingentValueRightsMember', and 'bmy:One750NotesDue2035Member'. The company, incorporated in Delaware with IRS number 22-0790350, is headquartered in Princeton, New Jersey.

Why It Matters

This filing provides transparency on Bristol-Myers Squibb's financial instruments, including notes due in 2025 and 2035, and contingent value rights related to Celgene, which can impact future financial obligations and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions debt instruments and contingent value rights, which represent financial obligations and potential liabilities for the company.

Key Numbers

• 2025 — Notes Due Year (Maturity year for 'bmy:One000NotesDue2025Member')
• 2035 — Notes Due Year (Maturity year for 'bmy:One750NotesDue2035Member')
• 001-01136 — Commission File Number (SEC identification for the registrant)
• 22-0790350 — I.R.S Employer Identification No. (Tax identification for the registrant)

Key Players & Entities

• BRISTOL-MYERS SQUIBB COMPANY (company) — registrant
• Celgene (company) — related to contingent value rights
• Delaware (company) — state of incorporation
• Princeton, New Jersey (company) — business address
• 2025 (dollar_amount) — notes due year
• 2035 (dollar_amount) — notes due year
• February 22, 2024 (dollar_amount) — filing date
• February 14, 2024 (dollar_amount) — earliest event reported date

FAQ

Key Financial Figures

• $0.10 — ange on which registered Common Stock, $0.10 Par Value BMY New York Stock Exchan
• $500,000,000 — public offering (the "Offering") of (i) $500,000,000 aggregate principal amount of Floating
• $1,000,000,000 — 2026 (the "Floating Rate Notes"), (ii) $1,000,000,000 aggregate principal amount of 4.950% No
• $1,750,000,000 — Notes due 2027 (the "2027 Notes"), (iv) $1,750,000,000 aggregate principal amount of 4.900% No
• $1,250,000,000 — Notes due 2029 (the "2029 Notes"), (v) $1,250,000,000 aggregate principal amount of 5.100% No
• $2,500,000,000 — Notes due 2031 (the "2031 Notes"), (vi) $2,500,000,000 aggregate principal amount of 5.200% No
• $2,750,000,000 — tes due 2044 (the "2044 Notes"), (viii) $2,750,000,000 aggregate principal amount of 5.550% No

Filing Documents

• ef20022028_8k.htm (8-K) — 76KB
• ef20022028_ex1-1.htm (EX-1.1) — 571KB
• ef20022028_ex4-1.htm (EX-4.1) — 700KB
• ef20022028_ex5-1.htm (EX-5.1) — 21KB
• image0.jpg (GRAPHIC) — 64KB
• image00001.jpg (GRAPHIC) — 22KB
• image1.jpg (GRAPHIC) — 43KB
• image00002.jpg (GRAPHIC) — 4KB
• 0001140361-24-009040.txt ( ) — 1946KB
• bmy-20240214.xsd (EX-101.SCH) — 5KB
• bmy-20240214_def.xml (EX-101.DEF) — 18KB
• bmy-20240214_lab.xml (EX-101.LAB) — 28KB
• bmy-20240214_pre.xml (EX-101.PRE) — 20KB
• ef20022028_8k_htm.xml (XML) — 8KB

01

Item 8.01. Other Events. Indenture On February 22, 2024, Bristol-Myers Squibb Company (the "Company") completed the public offering (the "Offering") of (i) $500,000,000 aggregate principal amount of Floating Rate Notes due 2026 (the "Floating Rate Notes"), (ii) $1,000,000,000 aggregate principal amount of 4.950% Notes due 2026 (the "2026 Notes") (iii) $1,000,000,000 aggregate principal amount of 4.900% Notes due 2027 (the "2027 Notes"), (iv) $1,750,000,000 aggregate principal amount of 4.900% Notes due 2029 (the "2029 Notes"), (v) $1,250,000,000 aggregate principal amount of 5.100% Notes due 2031 (the "2031 Notes"), (vi) $2,500,000,000 aggregate principal amount of 5.200% Notes due 2034 (the "2034 Notes"), (vii) $500,000,000 aggregate principal amount of 5.500% Notes due 2044 (the "2044 Notes"), (viii) $2,750,000,000 aggregate principal amount of 5.550% Notes due 2054 (the "2054 Notes") and (ix) $1,750,000,000 aggregate principal amount of 5.650% Notes due 2064 (the "2064 Notes" and, together with the 2026 Notes, the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes, the 2044 Notes and the 2054 Notes. the "Fixed Rate Notes" and, together with the Floating Rate Notes, the "Notes"). 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 (the "Trustee"), as supplemented by the Fifteenth Supplemental Indenture, dated as of February 22, 2024 (the "Fifteenth 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 Company intends to use a portion of the net proceeds of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are included as part of this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated February 14, 2024, among Bristol-Myers Squibb Company and the underwriters named therein. 4.1 Fifteenth Supplemental Indenture, dated as of February 22, 2024, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993. 4.2 Form of $500,000,000 Floating Rate Notes due 2026 (included as Exhibit A to Exhibit 4.1) 4.3 Form of $1,000,000,000 4.950% Notes due 2026 (included as Exhibit B to Exhibit 4.1) 4.4 Form of $1,000,000,000 4.900% Notes due 2027 (included as Exhibit C to Exhibit 4.1) 4.5 Form of $1,750,000,000 4.900% Notes due 2029 (included as Exhibit D to Exhibit 4.1) 4.6 Form of $1,250,000,000 5.100% Notes due 2031 (included as Exhibit E to Exhibit 4.1) 4.7 Form of $2,500,000,000 5.200% Notes due 2034 (included as Exhibit F to Exhibit 4.1) 4.8 Form of $500,000,000 5.500% Notes due 2044 (included as Exhibit G to Exhibit 4.1) 4.9 Form of $2,750,000,000 5.550% Notes due 2054 (included as Exhibit H to Exhibit 4.1) 4.10 Form of $1,750,000,000 5.650% Notes due 2064 (included as Exhibit I to Exhibit 4.1) 5.1 Opinion of Kirkland & Ellis LLP. 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K). 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated February 14, 2024, among Bristol-Myers Squibb Company and the underwriters named therein. 4.1 Fifteenth Supplemental Indenture, dated as of February 22, 2024, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993. 4.2 Form of $500,000,000 Floating Rate Notes due 2026 (included as Ex

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRISTOL-MYERS SQUIBB COMPANY Dated: February 22, 2024 By: /s/ Kimberly M. Jablonski Name: Kimberly M. Jablonski Title: Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR