Bristol-Myers Squibb announces pricing on tender offers for 20 series

By Taylor Fox

New York, Feb. 19 – Bristol-Myers Squibb Co. announced the pricing of 20 separate tender offers to purchase notes for up to an aggregate purchase price of $4 billion, according to a press release.

As previously reported, there are four subcaps under the offer, and the notes are divided into pools based on their maturity dates, including one pool containing longer-dated notes.

The notes were issued by Bristol Myers Squibb, unless detailed below that the notes were issued by wholly owned subsidiary Celgene Corp.

Bristol Myers Squibb announced that all conditions of the offers were satisfied or waived by the early tender deadline at 5 p.m. ET Feb. 18.

The company has decided to exercise its early settlement right. Settlement for early tendered notes accepted for purchase will occur on Feb. 23.

The offers will each expire at 11:59 p.m. ET on March 4.

2023 pool

BMS is offering to purchase up to $950 million from the following three series of notes, listed in priority acceptance order with the first series priority level one and the next two series both priority level two. Holders had tendered the following as of the early tender time:

• $62,818,000 tendered and accepted of the $301,532,000 of 7.15% notes due 2023 (Cusip: 110122AA6) to be repurchased at $1,158.68 per $1,000 of notes priced using the 0.125% U.S. Treasury due Jan. 31, 2023 plus a fixed spread of 15 basis points with a $50 early tender premium;

• $256,371,000 tendered and accepted of the $636,086,000 of 4% notes due 2023 (Cusips: 110122DA3, 110122BL1) to be repurchased at $1,089.89 per $1,000 of notes priced using the 0.125% U.S. Treasury due Aug. 15, 2023 plus a fixed spread of 20 bps with a $50 early tender premium; and

• $14,081,000 tendered and accepted of the $63,914,000 of 4% notes due 2023 (Cusip: 151020AJ3) to be repurchased at $1,089.89 per $1,000 of notes priced using the 0.125% U.S. Treasury due Aug. 15, 2023 plus a fixed spread of 20 bps with a $50 early tender premium, issued by Celgene.

2024 pool

The company is offering to purchase up to $1.5 billion of the following three series of notes, listed in priority acceptance order with both 3.625% series priority level one and the 2.9% notes priority level two. Holders had tendered the following as of the early tender deadline:

• $582,075,000 tendered and accepted of the $882.51 million of 3.625% notes due 2024 (Cusips: 110122DB1, 110122BM9) to be repurchased at $1,096.90 per $1,000 of notes priced using the 0.125% U.S. Treasury due Jan. 15, 2024 plus a fixed spread of 15 bps with a $50 early tender premium;

• $22,619,000 tendered and accepted of the $117.49 million of 3.625% notes due 2024 (Cusip: 151020AP9) to be repurchased at $1,096.90 per $1,000 of notes priced using the 0.125% U.S. Treasury due Jan. 15, 2024 plus a fixed spread of 15 bps with a $50 early tender premium, originally issued by Celgene; and

• $2,132,607,000 tendered and $772,109,000 accepted of the $3.25 billion of 2.9% notes due 2024 (Cusips: 110122CM8, 110122BZ0) to be repurchased at $1,083.67 per $1,000 of notes priced using the 1.75% U.S. Treasury due July 31, 2024 plus a fixed spread of 15 bps with a $50 early tender premium.

2025 pool

The 2025 pool is capped at $650 million with both series at equal acceptance priority level. Holders had tendered the following as of the early deadline:

• $1,054,294,000 tendered and $557,311,000 accepted of the $2,379,532,000 of 3.875% notes due 2025 (Cusips: 110122DC9, 110122BM9) to be repurchased at $1,130.97 per $1,000 of notes priced using the 0.375% U.S. Treasury due Jan. 31, 2026 plus a fixed spread of 15 bps with a $50 early tender premium; and

• $33,453,000 tendered and $17,418,000 accepted of the $120,468,000 of 3.875% notes due 2025 (Cusip: 151020AS3) to be repurchased at $1,130.97 per $1,000 of notes priced using the 0.375% U.S. Treasury due Jan. 31, 2026 plus a fixed spread of 15 bps with a $50 early tender premium, originally issued by Celgene.

High coupon pool

Bristol-Myers Squibb is offering to purchase up to $900 million of the following outstanding amounts of longer-dated notes, listed in acceptance priority order. Holders had tendered the following as of the early deadline:

• $7,004,000 tendered and accepted of the $226,259,000 of 6.125% notes due 2038 (Cusip: 110122AQ1) to be repurchased at $1,412.08 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 90 bps with an early tender premium of $50 at acceptance priority level one;

• $7,453,000 tendered and accepted of the $286,673,000 of 6.125% notes due 2036 (Cusip: 110122AP3) to be repurchased at $1,368.80 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 80 bps with an early tender premium of $50 at acceptance priority level two;

• $1,169,000 tendered and accepted of the $86,896,000 of 6.875% notes due 2097 (Cusip: 110122AC2) to be repurchased at $1,771.55 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 165 bps with an early tender premium of $50 at acceptance priority level three;

• $56,905,000 tendered and accepted of the $245,785,000 of 5.7% notes due 2040 (Cusips: 110122DF2, 110122BR8) to be repurchased at $1,392.87 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 90 bps with an early tender premium of $50 at acceptance priority level four;

• $366,000 tendered and accepted of the $4,215,000 of 5.7% notes due 2040 (Cusip: 151020AF1) to be repurchased at $1,392.87 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 90 bps with an early tender premium of $50 at acceptance priority level four, originally issued by Celgene;

• $117,622,000 tendered and accepted of the $391,925,000 of 5.25% notes due 2043 (Cusips: 110122DG0, 110122BS6) to be repurchased at $1,369.75 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 85 bps with an early tender premium of $50 at acceptance priority level five;

• $2,185,000 tendered and accepted of the $8,075,000 of 5.25% notes due 2043 (Cusip: 151020AL8) to be repurchased at $1,369.75 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 85 bps with an early tender premium of $50 at acceptance priority level five, originally issued by Celgene;

• $231,758,000 tendered and accepted of the $976,477,000 of 4.625% notes due 2044 (Cusips: 110122DH8, 110122BT4) to be repurchased at $1,279.59 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 80 bps with an early tender premium of $50 at acceptance priority level six;

• $19,832,000 tendered and accepted of the $23,523,000 of 4.625% notes due 2044 (Cusip: 151020AM6) to be repurchased at $1,279.59 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 80 bps with an early tender premium of $50 at acceptance priority level six, originally issued by Celgene;

• $937,341,000 tendered and $226,063,000 accepted of the $1,959,524,000 of 5% notes due 2024 (Cusips: 110122DJ4, 110122BU1) to be repurchased at $1,346.20 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 84 bps with an early tender premium of $50 at acceptance priority level seven;

• $23,765,000 tendered and $5,727,000 accepted of the $40,476,000 of 5% notes due 2024 (Cusip: 151020AU8) to be repurchased at $1,346.20 per $1,000 of notes priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus a fixed spread of 84 bps with an early tender premium of $50 at acceptance priority level seven, originally issued by Celgene; and

• $1,127,899,000 tendered and no amount accepted of the $3.75 billion of 4.25% notes due 2049 (Cusips: 110122CR7, 110122CD8).

Details

The total consideration will include accrued coupon payments.

Tendered notes may no longer be withdrawn.

The offers are subject to proration, in the separate pools. The series with the lowest acceptance priority in each pool are most likely to be prorated.

After the price determination date, the offerors may elect to redeem all or a portion of Bristol-Myers Squibb’s 4% notes due 2023 and 2.9% notes due 2024 or Celgene’s 4% notes due 2023 that are not tendered and accepted in the offers based on the optional redemption provisions governing the notes.

Managers, agents

Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are the dealer managers for the offers.

Global Bondholder Services Corp. is the tender agent and the information agent (866 470-3800, 212 430-3774, https://www.gbsc-usa.com/bristol-myers/).

The biopharmaceutical company is based in New York.

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