百时美施贵宝美股招股说明书(2025-11-07版)

BMS Ireland Capital Funding Designated Activity Company €750,000,000 2.973% Notes due 2030€1,150,000,000 3.363% Notes due 2033€1,150,000,000 3.857% Notes due 2038€750,000,000 4.289% Notes due 2045€1,200,000,000 4.581% Notes due 2055 BMS Ireland Capital Funding Designated Activity Company, a designated activity company limited by shares incorporated under the laws of Ireland (the “Issuer”), isoffering €750,000,000 of 2.973% Notes due 2030 (the “2030 Notes”), €1,150,000,000 of 3.363% Notes due 2033 (the “2033 Notes”), €1,150,000,000 of 3.857% Notes due2038 (the “2038 Notes”), €750,000,000 of 4.289% Notes due 2045 (the “2045 Notes”) and €1,200,000,000 of 4.581% Notes due 2055 (the “2055 Notes” and, together withthe 2030 Notes, the 2033 Notes, the 2038 Notes and the 2045 Notes, the “Notes”). The 2030 Notes will bear interest at a rate of 2.973% per annum and will mature on November 10, 2030. The 2033 Notes will bear interest at a rate of 3.363% perannum and will mature on November 10, 2033. The 2038 Notes will bear interest at a rate of 3.857% per annum and will mature on November 10, 2038. The 2045 Noteswill bear interest at a rate of 4.289% per annum and will mature on November 10, 2045. The 2055 Notes will bear interest at a rate of 4.581% per annum and will mature onNovember 10, 2055. Interest on the 2030 Notes will be payable annually in cash in arrears on November 10 of each year, beginning on November 10, 2026. Interest on the 2033 Notes willbe payable annually in cash in arrears on November 10 of each year, beginning on November 10, 2026. Interest on the 2038 Notes will be payable annually in cash in arrearson November 10 of each year, beginning on November 10, 2026. Interest on the 2045 Notes will be payable annually in cash in arrears on November 10 of each year,beginning on November 10, 2026. Interest on the 2055 Notes will be payable annually in cash in arrears on November 10 of each year, beginning on November 10, 2026. The Issuer has the option to redeem all or a portion of the Notes at any time prior to maturity, at the applicable redemption price as described in this prospectussupplement under the heading “Description of Notes—Optional Redemption of the Notes.” In addition, the Issuer may redeem the Notes in whole, but not in part, at any timein the event of certain developments affecting taxation. See “Description of Notes—Redemption for Tax Reasons.” The Notes will be the Issuer’s general, unsecured senior obligations and will be fully and unconditionally guaranteed (the “Notes Guarantee”) on a senior unsecuredbasis by Bristol-Myers Squibb Company, the Issuer’s ultimate parent company (the “Parent”). The Notes will rank equally in right of payment with all of the existing andfuture unsecured senior indebtedness of the Issuer, will rank senior in right of payment to all of the existing and future unsecured, subordinated indebtedness of the Issuer,will be effectively subordinated to all of the existing and future secured indebtedness of the Issuer, to the extent of the value of the assets securing such indebtedness, andwill be structurally subordinated to all of the existing and future indebtedness (including trade payables) of the Issuer’s subsidiaries (other than indebtedness and liabilitiesowed to the Issuer, if any). The Notes Guarantee will rank equally in right of payment with all of the existing and future unsecured senior indebtedness of the Parent, willrank senior in right of payment to all of the existing and future unsecured, subordinated indebtedness of the Parent, will be effectively subordinated to all of the existing andfuture secured indebtedness of the Parent, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to all of the existing andfuture indebtedness (including trade payables) of the Parent’s subsidiaries (other than (i) by virtue of the Issuer’s obligations as issuer of the Notes, the Issuer and (ii) withrespect to any indebtedness and liabilities owed to the Parent, if any).Substantially concurrently with this offering, the Parent commenced a tender offer (the “Tender Offer”) to purchase, for cash, various series of the Parent’s outstanding notes (the “Tender Offer Notes”) as further described in “Summary—Recent Developments.” We intend to use the net proceeds of this offering, together with approximately$3.0 billion of cash on hand, (i) to fund the Tender Offer and/or other repurchase, repayment or redemption of the notes subject to the Tender Offer, (ii) to pay fees andexpenses in connection therewith and with this offering and (iii)to the extent of any remaining proceeds, for general corporate purposes. This offering is not contingent on the consummation of the Tender Offer or the purchase of any of the Tender Offer Notes in connection therewith.The Notes will be issued only in registered form in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes are a new issu