Bristol Myers Squibb amends cash tender offers and sets early settlement for November 20

Bristol-Myers Squibb Company (NYSE: BMY) disclosed the results of its cash tender offers for its own outstanding notes in a Form 8-K filed November 18, 2025. The company offered to buy the notes back from holders for cash under an Offer to Purchase dated November 3, 2025. The 8-K attaches two press releases. The first, dated November 17, 2025, announced the early participation results, the amendment and the early settlement. The second, dated November 18, 2025, was to announce the accepted amounts and pricing.

The amended caps

The notes are split into two pools, each with acceptance priority levels. For Pool 1, the company reduced the maximum aggregate purchase price from $4,000,000,000 to an amount sufficient to accept all Pool 1 notes validly tendered by the early deadline. For Pool 2, it raised the maximum from $3,000,000,000 to an amount sufficient to accept Pool 2 notes at priority levels 1 through 4 tendered by the deadline, plus up to $250,000,000 in principal of its 5.900% Notes due 2033. All other terms are unchanged.

The early tender deadline was 5:00 p.m. New York City time on November 17, 2025. Withdrawal rights expired the same time. The company said all conditions of the offers were satisfied or waived by the deadline.

What holders tendered

The release gives tendered amounts against outstanding principal for each series. In Pool 1, holders tendered $360,004,000 of the $1,000,000,000 outstanding 4.950% Notes due 2026, and $1,023,313,000 of the $1,750,000,000 outstanding 4.900% Notes due 2029. In Pool 2, they tendered $1,309,768,000 of the $1,750,000,000 outstanding 5.650% Notes due 2064, a priority level 4 series, and $493,578,000 of the $1,000,000,000 outstanding 5.900% Notes due 2033.

Because tenders of the 2033 notes exceeded $250,000,000, the company expects to accept those notes on a prorated basis. It does not expect to accept further Pool 1 tenders after the deadline, because they would exceed the amended cap. Pool 2 notes at priority levels 6 through 9 will not be accepted. No proration is needed for the other Pool 1 notes or for Pool 2 notes at levels 1 through 4.

Settlement and timing

The company elected its early settlement right, so the early settlement date is November 20, 2025. The offers expire at 5:00 p.m. on December 3, 2025 unless extended or ended earlier. The company expects no final settlement date, and it expects no tenders after the early deadline to be accepted.

Holders whose notes are accepted receive accrued and unpaid interest up to, but not including, the settlement date, plus their total or tender consideration. Interest stops accruing on the settlement date for all accepted notes. The company says no interest is payable because of delays in transmitting funds by the tender agent, The Depository Trust Company or any other party. All accepted notes will be cancelled and retired and will no longer be outstanding obligations.

Who is running it

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are lead dealer managers. BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are dealer managers, and Academy Securities, Inc. is co-dealer manager. Global Bondholder Services Corporation is the tender agent and information agent.

What the filings leave out

The 8-K and the first release do not say how the company will fund the purchases, and they do not state the total cash to be paid. The release gives tendered principal amounts but not the accepted totals, the offer yields or the proration factor, which the company said it would announce after 10:00 a.m. on November 18, 2025.

Who signed

Amy Fallone, Senior Vice President and Corporate Secretary, signed the 8-K on November 18, 2025.

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