Bristol-Myers Squibb Company’s $19 Billion Senior Notes Offering

Davis Polk advised the representatives of the initial purchasers in connection with the offering.

Bristol-Myers Squibb Company offered $19 billion in aggregate principal amount of senior notes, consisting of $750 million aggregate principal amount of its senior floating-rate notes due 2020, $500 million aggregate principal amount of its senior floating-rate notes due 2022, $1 billion aggregate principal amount of its 2.550% senior notes due 2021, $1.5 billion aggregate principal amount of its 2.600% senior notes due 2022, $3.25 billion aggregate principal amount of its 2.900% senior notes due 2024, $2.25 billion aggregate principal amount of its 3.200% senior notes due 2026, $4 billion aggregate principal amount of its 3.400% senior notes due 2029, $2 billion aggregate principal amount of its 4.125% senior notes due 2039 and $3.75 billion aggregate principal amount of its 4.250% senior notes due 2049. Bristol-Myers Squibb, in connection with its previously announced proposed acquisition of Celgene Corporation, intends to use the proceeds of the offering to partially finance the cash portion of the merger consideration to be paid to Celgene shareholders and to pay related fees and expenses, and to use any remaining proceeds for general corporate purposes.

Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC acted as representatives of initial purchasers in the deal.

Headquartered in New York City, Bristol-Myers Squibb Company engages in the discovery, development, licensing, manufacturing, marketing, distribution and sale of biopharmaceutical products on a global basis. Its products are sold worldwide, primarily to wholesalers, retail pharmacies, hospitals, government entities and the medical profession. It manufactures products in the United States, Puerto Rico and in six foreign countries.

Celgene Corporation, based in Summit, New Jersey, is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases through next-generation solutions in protein homeostasis, immunooncology, epigenetics, immunology and neuro-inflammation.

The Davis Polk corporate team included partner Richard D. Truesdell Jr. (Picture) and associates Joseph S. Payne and Arisa Akashi. The tax team included partner William A. Curran and associates Aliza Slansky and Rebecca A. Rosen. Counsel Betty Moy Huber and associate Megan Cronin provided environmental advice. The intellectual property and technology team included associates Tilak Koilvaram and S. Dream Montgomery.

Involved fees earner: Arisa Akashi – Davis Polk & Wardwell; Megan Cronin – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Betty Moy Huber – Davis Polk & Wardwell; Tilak Koilvaram – Davis Polk & Wardwell; S. Dream Montgomery – Davis Polk & Wardwell; Joseph Payne – Davis Polk & Wardwell; Rebecca Rosen – Davis Polk & Wardwell; Aliza Slansky – Davis Polk & Wardwell; Richard Truesdell Jr. – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Barclays Capital ; Credit Suisse Securities (USA) LLC; Morgan Stanley; Wells Fargo Securities;

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Author: Ambrogio Visconti