UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2022 (February 8, 2022)
BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)
Delaware
| 001-01136
| 22-0790350
|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S Employer Identification No.) |
430 E. 29th Street, 14th Floor
New York, New York, 10016
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (212) 546-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.10 Par Value
| BMY
| New York Stock Exchange
|
1.000% Notes due 2025
| BMY25
| New York Stock Exchange
|
1.750% Notes due 2035
| BMY35
| New York Stock Exchange
|
Celgene Contingent Value Rights
| CELG RT
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On December 10, 2021, the Board of Directors of Bristol-Myers Squibb Company (“BMS”) approved, and on February 8, 2022 BMS entered into, accelerated share repurchase (“ASR”) transactions under agreements with Morgan Stanley & Co. LLC, Barclays Bank PLC, Citibank, N.A. and JPMorgan Chase Bank, National Association (each, an “ASR Agreement” and collectively, the “ASR Agreements”) to repurchase an aggregate $5.0 billion (the “Repurchase Price”) of BMS common stock, par value $0.10 per share (the “Common Stock”).
Under the terms of the ASR Agreements, on February 9, 2022, BMS will pay the Repurchase Price and receive Common Stock with an aggregate value of 85% of the Repurchase Price based on the closing share price on February 8, 2022. The total number of shares to be repurchased under the ASR Agreements will be based on volume-weighted average prices of the Common Stock during the terms of the ASR transactions less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Upon final settlement of each ASR transaction, BMS may be entitled to receive additional shares of Common Stock from the applicable bank or, under certain circumstances specified in the ASR Agreements, BMS may be required to deliver shares of Common Stock or make a cash payment, at its option, to the applicable bank.
The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR transactions may be accelerated, extended or terminated early by the applicable bank, and various acknowledgments, representations and warranties made by the parties to one another. The ASR transactions are scheduled to terminate in the second and third quarters of 2022, but each may conclude earlier than its scheduled termination date at the election of the applicable bank.
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 9, 2022 | By: | /s/ Kimberly M. Jablonski | |
| | Name: | Kimberly M. Jablonski | |
| | Title: | Corporate Secretary | |
