AND EXCHANGE COMMISSION
TO SECTION 13 OR 15 (d) OF
SECURITIES EXCHANGE ACT OF 1934
Report (Date of earliest event reported): August
Name of Registrant as Specified in its Charter)
or Other Jurisdiction
York, NY 10154
of Principal Executive Office)
telephone number, including area code: (212)
appropriate box below if the From 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act
communications pursuant to Rule 13e-4(c) under the Exchange Act
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
5, 2005, Bristol-Myers Squibb Company (the "Registrant") entered into, as
guarantor, a $2.5 billion Single Currency Term Facility Agreement (the
"Agreement") with certain of its subsidiaries, the lenders named in the
Agreement, BNP Paribas and The Royal Bank of Scotland plc, as arrangers,
Royal Bank of Scotland plc, as agent.
satisfaction of various initial closing conditions, BMS Omega Bermuda Holdings
Finance Ltd. (the "Borrower") may borrow up to $2 billion under a Tranche
facility and up to $500 million under a Tranche B loan facility. The Tranche
facility will be available through the date falling 90 days after August
and the Tranche B facility will be available through December 31, 2005. Any
Tranche A loans will mature on August 5, 2010 and any Tranche B loans will
mature on August 5, 2007. Borrowings under the facilities are also subject
the satisfaction at the time of customary conditions to
under the facility are guaranteed by the Registrant, BMS Pharmaceuticals
Netherlands Holdings B.V. (the "Primary Guarantor"), Bristol-Myers Squibb
Luxembourg International SCA and Bristol-Myers Squibb Sigma Finance Limited
"Guarantors"). The Borrower and the Guarantors, other than the Registrant,
indirect wholly-owned subsidiaries of the Registrant.
Agreement includes customary mandatory prepayment requirements upon receipt
the Borrower, the Primary Guarantor or any subsidiaries of the Primary Guarantor
(the Primary Guarantor and its subsidiaries being referred to as the "NL
Group") of specified proceeds from borrowings, disposals of material assets,
insurance proceeds relating to material assets and proceeds from issuance
ordinary shares by the Borrower or the Primary Guarantor, in each case subject
to specified exceptions.
Agreement is governed by English law and contains customary terms and conditions
for a facility of this type, including representations, information covenants,
affirmative and negative covenants, financial covenants and events of default.
The restrictions imposed on the Registrant include limitations on consolidation,
mergers, and sales of assets, limitations on the incurrence of certain liens,
limitations on sale and leaseback transactions, a requirement to maintain
ratio of consolidated net indebtedness to consolidated capitalization and
limitation on substantially changing the nature of its business. The Borrower
and certain Guarantors other than the Registrant are also subject to additional
restrictions on the incurrence of liens, the nature of their activities,
making of restricted payments, the incurrence of debt, entering into
transactions with affiliates, making investments, and disposing of all or
substantially all their assets, in each case subject to specified exceptions.
addition, the Primary Guarantor is required to maintain a ratio of NL Holdco
Group net indebtedness to cash flow and the Borrower is required to maintain
ratio of specified intercompany debt of the Primary Guarantor held by it
certain of its subsidiaries to their total net indebtedness.
under the Agreement may be used for the general corporate purposes of the
Registrant and its subsidiaries.
foregoing summary of certain material provisions of the Agreement is subject
and qualified in its entirety by reference to, all the provisions of the
as Exhibit 10y hereto is the final form of the Agreement.
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
discussion under Item 1.01 above is incorporated herein by
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Currency Term Facility Agreement for $2,500,000,000, dated August
between BMS Omega Bermuda Holdings Finance Ltd., as borrower, the
listed therein as Original Guarantors, BNP Paribas and The Royal
Scotland plc, as arrangers, the financial institutions therein
Lenders and The Royal Bank of Scotland plc, as
to the requirements of the Securities Exchange act of 1934, the Registrant
duly caused this report to be signed on its behalf by the undersigned hereunto
August 11, 2005