Full Press Release Details
SOURCES AND USES OF FUNDS AND PRO FORMA CAPITALIZATION
The table below sets forth the estimated sources and uses of funds in connection with certain transactions in connection with the Merger,
assuming they occurred on March 31, 2019 and based on estimated amounts outstanding on that date. The actual amounts are subject to adjustments and may differ from the estimated amounts shown below depending on several factors, including, among
others, the share price of our common stock, the number of shares of Celgene common stock and other Celgene equity awards outstanding on the closing date of the Merger, accrued interest on our indebtedness subsequent to March 31, 2019, changes made
to the sources of the contemplated financings and differences from our estimated fees and expenses. The table below does not include the CVRs that we intend to issue in connection with the Merger as part of the consideration thereof at an exchange
ratio of one CVR for each share of Celgene common stock. If the Merger is consummated, each CVR holder will be entitled to receive a one-time potential payment of $9.00 per CVR if the U.S. Food and Drug Administration approves three Celgene products
for a specified set of indications; the CVR payment will only be paid if all three products are approved in the appropriate time and we expect to pay it with ongoing cash flow. You should read the following together with the information included
under the captions "Summary-The Merger," "Capitalization" and "Description of Other Indebtedness" included elsewhere in this offering memorandum and the unaudited pro forma combined
financial information and prospective financial information incorporated by reference into this offering memorandum.
| Sources | Amount | Uses | Amount | ||||||
| (Amounts in billions) | |||||||||
| Available cash (1) | $ | 12 | Acquisition consideration (5) | $ | 72 | ||||
| New debt (1)(2) | 29 | Celgene debt (3) | 20 | ||||||
| Celgene debt (3) | 20 | Accelerated share repurchase (6) | 5 | ||||||
| New Bristol-Myers Squibb equity (4) | 36 | Other (7) | 1 | ||||||
| Total Sources | $ | 98 | Total Uses | $ | 98 |
The following table sets forth certain metrics relating to our capitalization as of March 31, 2019 on a pro forma as adjusted basis to
give effect to this offering and the Merger and the related transactions as if they had occurred on such date. You should read the data set forth in the table below in conjunction with "Use of Proceeds" and our consolidated financial statements and
related notes and the unaudited pro forma condensed combined financial statements incorporated by reference in this offering memorandum. The pro forma as adjusted information set forth below may not reflect our cash, debt and capitalization in the
| As of March 31, 2019 | ||||
| (Amounts in billions) | ||||
| Other Financial Data: | ||||
| Bristol-Myers Squibb and Celgene Debt | $ | 26 | ||
| New Debt Issued | $ | 29 | ||
| Total Debt | $ | 55 |