Bristol Myers Squibb Launches $7B Debt Buyback Program To Manage Outstanding Notes

Author: Benzinga Newsdesk | November 03, 2025 05:00am

Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol Myers Squibb" or the "Offeror"), announced the commencement of tender offers ("Offers") to purchase for cash certain of its outstanding notes (collectively, the "Notes") as described in the tables below.

Pool 1

Offers to purchase for cash up to $4,000,000,000 aggregate purchase price for the securities listed in the priority order below.

Title of Security	CUSIP/ ISIN Number(s)	Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security(1)	Bloomberg Reference Page	Fixed Spread (basis points)(1)	Early Tender Premium(2)
4.950% Notes due 2026	110122ED6/ US110122ED68	$1,000,000,000	1	4.000% UST due February 15, 2026	FIT3	10	$50
3.200% Notes due 2026	110122CN6/ US110122CN68/ 110122CA4/ US110122CA48/ U11009BA1/ USU11009BA16	$1,749,998,000	2	4.125% UST due June 15, 2026	FIT3	10	$50
4.900% Notes due 2027	110122EE4/ US110122EE42	$1,000,000,000	3	4.000% UST due January 15, 2027	FIT4	10	$50
3.900% Notes due 2028	110122DE5/ US110122DE50/ 110122BQ0/ US110122BQ09/ U11009AQ7/ USU11009AQ76	$1,456,162,000	4	4.125% UST due November 15, 2027	FIT5	20	$50
4.900% Notes due 2029	110122EF1/ US110122EF17	$1,750,000,000	5	3.625% UST due October 31, 2030	FIT1	10	$50
3.400% Notes due 2029	110122CP1/ US110122CP17/ 110122CB2/ US110122CB21/ U11009BB9/ USU11009BB98	$2,399,977,000	6	3.625% UST due October 31, 2030	FIT1	15	$50

Pool 2

Offers to Purchase for cash up to $3,000,000,000 aggregate purchase price for the securities listed below in the priority listed below.

Title of Security	CUSIP/ ISIN Number(s)	Principal Amount Outstanding	Acceptance Priority Level	Reference U.S. Treasury Security(1)	Bloomberg Reference Page	Fixed Spread (basis points)	Early Tender Premium(2)
6.875% Debenture due 2097	110122AC2/ US110122AC22	$62,417,000	1	4.750% UST due August 15, 2055	FIT1	140	$50
6.400% Notes due 2063	110122EC8/ US110122EC85	$1,250,000,000	2	4.750% UST due August 15, 2055	FIT1	85	$50
6.250% Notes due 2053	110122EB0/ US110122EB03	$1,250,000,000	3	4.750% UST due August 15, 2055	FIT1	70	$50
5.650% Notes due 2064	110122EL8/ US110122EL84	$1,750,000,000	4	4.750% UST due August 15, 2055	FIT1	85	$50
5.900% Notes due 2033	110122DZ8/ US110122DZ89	$1,000,000,000	5	4.250% UST due August 15, 2035	FIT1	25	$50
5.750% Notes due 2031	110122DY1/ US110122DY15	$1,000,000,000	6	3.625% UST due October 31, 2030	FIT1	30	$50
5.550% Notes due 2054	110122EK0/ US110122EK02	$2,750,000,000	7	4.750% UST due August 15, 2055	FIT1	70	$50
5.200% Notes due 2034	110122EH7/ US110122EH72	$2,500,000,000	8	4.250% UST due August 15, 2035	FIT1	35	$50
5.100% Notes due 2031	110122EG9/ US110122EG99	$1,250,000,000	9	3.625% UST due October 31, 2030	FIT1	30	$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 10:00 a.m. (New York City time) on November 18, 2025 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.
(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 Offeror, which is equal to the Total Consideration minus the Early Tender Premium (with respect to such series, the "Tender Consideration").

The outstanding debt securities listed in (i) the first table above labeled "Pool 1" are referred to collectively as the "Pool 1 Notes," and (ii) the second table above labeled "Pool 2" are referred to as the "Pool 2 Notes." The Pool 1 Notes and the Pool 2 Notes are referred to collectively as the "Notes," and each series of Notes is referred to as a "series." The offers to purchase the Pool 1 Notes are referred to collectively as the "Pool 1 Offers," the offers to purchase the Pool 2 Notes are referred to as the "Pool 2 Offers," and each offers to purchase a series of Notes is referred to as an "Offer."

The Offers are subject to the terms and conditions described in the Offer to Purchase dated November 3, 2025 (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 $4,000,000,000 maximum aggregate purchase price of the Pool 1 Notes validly tendered in the Pool 1 Offers, excluding the applicable Accrued Coupon Payments (the "Pool 1 Maximum"), and (iii) a $3,000,000,000 maximum aggregate purchase price of the Pool 2 Notes validly tendered in the Pool 2 Offers, excluding the applicable Accrued Coupon Payments (the "Pool 2 Maximum").

The primary purpose of the Offers is to acquire the maximum principal amount of Pool 1 Notes and Pool 2 Notes in the designated priority order for which the aggregate purchase price (excluding the applicable Accrued Coupon Payments) does not exceed the Pool 1 Maximum and the Pool 2 Maximum, respectively. Notes that are accepted and purchased in the Offers will be canceled and will no longer remain outstanding obligations of the Offeror. The Offers are subject to certain other general conditions as described in the Offer to Purchase, as well as the condition that BMS Ireland Capital Funding Designated Activity Company, a wholly-owned subsidiary of Bristol Myers Squibb ("Finance Sub"), shall have completed an offering of debt securities (the "New Notes Offering") on terms and conditions satisfactory to Bristol Myers Squibb that results in the receipt of net proceeds that, when taken together with approximately $3.0 billion of Bristol Myers Squibb's cash on hand, is sufficient to pay the consideration for all Notes validly tendered (and not validly withdrawn) and accepted for purchase by Bristol Myers Squibb, plus accrued and unpaid interest and related fees and expenses (the "Financing Condition"). 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. 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 Offeror elects to exercise its 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 5:00 p.m. (New York City time) on December 3, 2025, unless extended or earlier terminated by the Offeror (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 November 17, 2025, 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. Bristol Myers Squibb expects to use the net proceeds from the New Notes Offering by the Finance Sub announced today, together with approximately $3.0 billion of Bristol Myers Squibb's cash on hand, to pay to Holders whose Notes are accepted in an Offer the Total Consideration or the Tender Consideration, as applicable, and any Accrued Coupon Payments.

All Holders whose Notes are accepted in an Offer will receive a cash payment equal to accrued and unpaid interest on such Notes to, but not including, the relevant Settlement Date (as defined below) (the "Accrued Coupon Payment") in addition to their Total Consideration or Tender Consideration, as applicable.

• Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on November 17, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer), but not thereafter, unless extended with respect to any Offer. Holders should not tender any Notes that they do not wish to be accepted for purchase.

Subject to the satisfaction or waiver of the Financing Condition and the other conditions of the Offers, the "Acceptance Priority Procedures" will operate concurrently, but separately, for the Pool 1 offers and the Pool 2 offers, in each case, as follows:

• first, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered at or prior to the applicable Early Tender Deadline by Holders does not exceed the applicable maximum limit, then the Offeror will accept all such Notes. However, if the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of all Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered at or prior to the applicable Early Tender Deadline by Holders exceeds the applicable maximum limit, then the Offeror will (i) accept such Notes for purchase for cash, starting at the highest acceptance priority level (level 1) and, if there is more than one priority level, moving sequentially to each lower acceptance priority level (the lowest of which is level 6 in the case of the Pool 1 Offers and 9 in the case of the Pool 2 Offers), until the aggregate cash purchase price (excluding the applicable Accrued Coupon Payments) of such Notes equals the applicable maximum limit, (ii) prorate the series of such Notes with the lowest acceptance priority level accepted for purchase for cash and (iii) not accept for purchase for cash (x) any such Notes of a series with an acceptance priority level below the prorated series or (y) any Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered after the applicable Early Tender Deadline; and
• second, if the applicable maximum limit is not exceeded at the applicable Early Tender Deadline, the Offeror will repeat the steps described in the prior bullet with respect to all Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered after the applicable Early Tender Deadline, but at or prior to the applicable Expiration Date, in order to determine the aggregate principal amount of such Notes that the Offeror will accept for purchase in the Pool 1 Offers and/or the Pool 2 Offers, as applicable.
• All Pool 1 Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over Pool 1 Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.
• All Pool 2 Notes, regardless of acceptance priority level, that are validly tendered at or prior to the applicable Early Tender Deadline will have priority over Pool 2 Notes validly tendered after the applicable Early Tender Deadline and at or prior to the applicable Expiration Date.

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