BMY

Business Context and Reporting Period

This Form 8-K Current Report was filed by Bristol-Myers Squibb Company on June 28, 2019. The filing addresses Item 8.01 (Other Events) regarding the extension of expiration dates for previously announced Exchange Offers and Consent Solicitations related to Celgene Corporation notes. These actions are tied to Bristol-Myers Squibb's planned acquisition of Celgene (the "Merger").

Key Financial Metrics

This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The only specific financial figure disclosed relates to the debt exchange program:

• Aggregate Principal Amount of New Notes: Up to $19,850,000,000.

Material Changes

The primary material change reported is the extension of the expiration date for the Exchange Offers and Consent Solicitations:

• Previous Expiration Date: July 8, 2019, at 5:00 p.m. New York City time.
• New Expiration Date: September 30, 2019, at 5:00 p.m. New York City time.
• Future Extensions: The Expiration Date may be further extended one or more times, as the Merger closing is expected to occur at the end of 2019 or the beginning of 2020.

Guidance, Outlook, and Risks

Management Commentary and Outlook: The settlement of the Exchange Offers and Consent Solicitations is expected to occur promptly after the Expiration Date and on or about the closing date of the Merger. The company anticipates the Merger closing at the end of 2019 or the beginning of 2020. Conditions and Risks:

• The Exchange Offers and Consent Solicitations are conditioned upon the closing of the Merger, a condition that cannot be waived by Bristol-Myers Squibb.
• Supplemental indentures executed on May 1, 2019, to eliminate restrictive covenants and certain events of default in the Celgene Notes will only become operative upon the settlement date of the Exchange Offers.
• The offers are made in a private offering exempt from registration under the Securities Act of 1933.

Unusual Items: The filing notes that the company will provide notice of any further extensions to the Expiration Date in advance.

Investor Verification Checklist

• Verify the final closing date of the Bristol-Myers Squibb and Celgene Merger, as the debt exchange is contingent upon this event.
• Monitor for future press releases regarding further extensions of the September 30, 2019, Expiration Date.
• Confirm the final aggregate principal amount of Celgene Notes exchanged for new Bristol-Myers Squibb notes and cash.
• Review the confidential offering memorandum and consent solicitation statement (dated April 17, 2019, as amended) for specific terms of the Amendments to the Celgene Notes indentures.