8-K
BRISTOL MYERS SQUIBB CO (BMY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2025 (October 31, 2025)
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.) |
Route 206 & Province Line Road
Princeton, New Jersey 08543
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (609) 252-4621
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.):
| ☐ | 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 |
| 1.750% 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item 8.01. | Other Events. |
|---|
Indenture
On November 10, 2025, BMS Ireland Capital Funding Designated Activity Company (the “Issuer”), a designated activity company incorporated under the laws of Ireland and a wholly-owned subsidiary of Bristol-Myers Squibb Company (the “Company”), completed the public offering (the “Offering”) of (i) €750,000,000 aggregate principal amount of 2.973% Notes due 2030 (the “2030 Notes”), (ii) €1,150,000,000 aggregate principal amount of 3.363% Notes due 2033 (the “2033 Notes”), (iii) €1,150,000,000 aggregate principal amount of 3.857% Notes due 2038 (the “2038 Notes”), (iv) €750,000,000 aggregate principal amount of 4.289% Notes due 2045 (the “2045 Notes”) and (v) €1,200,000,000 aggregate principal amount of 4.581% Notes due 2055 (the “2055 Notes” and, together with the 2030 Notes, the 2033 Notes, the 2038 and the 2045 Notes, collectively, the “Notes”). The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company (collectively, the “Guarantee”).
The Notes are governed by and were issued pursuant to that certain Indenture (the “Base Indenture”), dated as of October 31, 2025, among the Issuer, the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”), dated as of November 10, 2025, among the Issuer, the Company and the Trustee. The Indenture contains customary covenants and restrictions, including covenants that require the Issuer to satisfy certain conditions in order to incur debt secured by liens, engage in sale/leaseback transactions or merge or consolidate with another entity. The Indenture also provides for customary events of default.
The Company intends to use the net proceeds of the Offering, together with approximately $3.0 billion of cash on hand, (i) to fund the Company’s tender offer to purchase, for cash, various series of the Company’s outstanding notes (the “Tender Offer”) and/or other repurchase, repayment or redemption of the notes subject to the Tender Offer, (ii) to pay fees and expenses in connection therewith and with the Offering and (iii) to the extent of any remaining proceeds, for general corporate purposes.
The Notes were issued with the following terms:
| Series of Notes | Interest Rate (per annum) | Maturity Date | Interest Payment Date | Make-Whole Spread |
|---|---|---|---|---|
| 2030 Notes | 2.973% | November 10, 2030 | November 10, beginning on November 10, 2026 | +10 bps |
| 2033 Notes | 3.363% | November 10, 2033 | November 10, beginning on November 10, 2026 | +15 bps |
| 2038 Notes | 3.857% | November 10, 2038 | November 10, beginning on November 10, 2026 | +15 bps |
| 2045 Notes | 4.289% | November 10, 2045 | November 10, beginning on November 10, 2026 | +20 bps |
| 2055 Notes | 4.581% | November 10, 2055 | November 10, beginning on November 10, 2026 | +20 bps |
The Issuer may redeem any series of Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions as set forth in the Indenture.
The Offering was made pursuant to, and in accordance with the terms and subject to the conditions set forth in, a Prospectus Supplement, dated November 5, 2025 and filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2025 (the “Prospectus Supplement”), and the Prospectus dated October 31, 2025, filed as part of an effective shelf registration statement on Form S-3 (Registration Nos. 333-283810 and 333-283810-01). Please refer to the Prospectus Supplement for additional information regarding the Offering and the terms and conditions of the Notes. The description of the Base Indenture, the First Supplemental Indenture and the Notes contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the Notes. The Base Indenture and the First Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K (this “Current Report”), respectively, and their terms are incorporated herein by reference. The forms of Notes are filed as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, to this Current Report and their terms are incorporated herein by reference.
Underwriting Agreement
The Notes were sold pursuant to an underwriting agreement, dated November 5, 2025 (the “Underwriting Agreement”), by and among the Issuer, the Company and the several underwriters named in Schedule V thereto (the “Underwriters”). The Underwriting Agreement contains certain representations, warranties, covenants and indemnification obligations of the Issuer, the Company and the Underwriters, as applicable, as well as other customary provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Issuer, the Company and their respective subsidiaries. Moreover, information concerning the subject matter of any representations, warranties and covenants may change after the dates of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Issuer or the Company.
The description of the Underwriting Agreement contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report and its terms are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
The following exhibits are included as part of this Current Report:
| Exhibit No. | Description |
|---|---|
| 1.1 | Underwriting Agreement, dated November 5, 2025, among BMS Ireland Capital Funding Designated Activity Company, Bristol-Myers Squibb Company and the<br> underwriters named therein. |
| 4.1 | Indenture, dated as of October 31, 2025, by and among BMS Ireland Capital Funding Designated Activity Company, Bristol-Myers Squibb Company and The<br> Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4c to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration Nos. 333-283810 and 333-283810-01)). |
| 4.2 | First Supplemental Indenture, dated as of November 10, 2025, by and among BMS Ireland Capital Funding Designated Activity Company, Bristol-Myers<br> Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of October 31, 2025. |
| 4.3 | Form of €750,000,000 2.973% Notes due 2030 (included as Exhibit A to Exhibit 4.2). |
| 4.4 | Form of €1,150,000,000 3.363% Notes due 2033 (included as Exhibit B to Exhibit 4.2). |
| 4.5 | Form of €1,150,000,000 3.857% Notes due 2038 (included as Exhibit C to Exhibit 4.2). |
| 4.6 | Form of €750,000,000 4.289% Notes due 2045 (included as Exhibit D to Exhibit 4.2). |
| 4.7 | Form of €1,200,000,000 4.581% Notes due 2055 (included as Exhibit E to Exhibit 4.2). |
| 5.1 | Opinion of Kirkland & Ellis LLP. |
| 5.2 | Opinion of Arthur Cox LLP. |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K). |
| 23.2 | Consent of Arthur Cox LLP (included in Exhibit 5.2 of this Current Report on Form 8-K). |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
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: November 10, 2025 | By: | /s/ Amy Fallone |
| Name: | Amy Fallone | |
| Title: | Senior Vice President and Corporate Secretary |
Exhibit 1.1
Execution Version
UNDERWRITING AGREEMENT
dated as of November 5, 2025
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
(as fully and unconditionally guaranteed by Bristol Myers Squibb Company)
New York, New York
November 5, 2025
To the Representatives named in
Schedule IV hereto of the
Underwriters named in
Schedule V hereto
Ladies and Gentlemen:
BMS Ireland Capital Funding Designated Activity Company, a designated activity company limited by shares, incorporated under the laws of Ireland (the “Company”), proposes to sell to the several underwriters named in Schedule V hereto (the “Underwriters”) for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Notes”), to be issued under an indenture dated as of October 31, 2025 (the “Base Indenture”), as supplemented by the first supplemental indenture, to be dated as of November 10, 2025 (the “Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”), among the Company, Bristol-Myers Squibb Company, a corporation organized under the laws of Delaware (the “Guarantor”) and The Bank of New York Mellon, as Trustee (the “Trustee”), which will be fully and unconditionally guaranteed by the Guarantor (the “Guarantees” and the Notes and the Guarantees together, the “Securities”). To the extent there are no additional Underwriters listed on Schedule V other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 26 hereof.
1. Representations and Warranties. Each of the Company and the Guarantor jointly and severally represents and warrants to, and agrees with, each Underwriter that:
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(a) An “automatic shelf registration statement” as defined under Rule 405 of the Act on Form S-3 in respect of the Securities has been filed with the Commission not earlier than three years prior to the date hereof; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein, became effective in such form; no other document with respect to such registration statement (including all documents incorporated by reference therein) has heretofore been filed or transmitted for filing with the Commission (other than the documents heretofore incorporated by reference therein and the prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of such registration statement, or any part thereof, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of either the Company or the Guarantor, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by either the Company or the Guarantor; the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement relating to the Securities, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of such registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented (including by any Preliminary Prospectus) immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Exchange Act, and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Guarantor filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” (as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);
(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein is the Underwriter Information (as defined below));
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(c) For the purposes of this Agreement, the “Applicable Time” is 12:35 p.m. (New York City time) on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared (and to be subsequently filed) pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”)
as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each
Issuer Free Writing Prospectus listed on Schedule III\(a\) hereto does not conflict with the information contained in the Registration Statement or the Pricing Prospectus and will not conflict with the information to be contained in the Prospectus and
each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall
not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by such Underwriter through you
expressly for use therein provided that the parties hereto agree that the only such information provided by the Underwriters to the Company or the Guarantor consists of the concession and reallowance figures
appearing in the fourth paragraph under the caption “Underwriting,” and the information concerning short sales, purchases to cover positions created by short sales by the Underwriters and stabilizing transactions and contained in the seventh and
eighth paragraphs under the caption “Underwriting” \(such information, the “Underwriter Information”\).
(d) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Basic Prospectus, any Pricing Prospectus, and the Pricing Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto;
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(e) The documents incorporated by reference in the Pricing Prospectus and Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading when read together with the other information in the Pricing Disclosure Package; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading when read together with the other information in the Pricing Disclosure Package; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein is the Underwriter Information); and no such documents were filed with the Commission since the Commission’s close of business on the Business Day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(b) hereto;
(f) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives for use therein (it being understood and agreed that the only such information furnished in writing to the Company or the Guarantor by an Underwriter through the Representatives expressly for use therein is the Underwriter Information);
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(g) Neither the Company, the Guarantor nor any of its Significant Subsidiaries, as defined in Rule 1-02 (w) of Regulation S-X under the Act (the “Significant Subsidiaries”), has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any material change in the capital stock or long-term debt of the Guarantor or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Guarantor and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus and the Prospectus;
(h) (i) The Company has been duly incorporated and is validly existing as a designated activity company limited by shares in good standing under the laws of Ireland, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus; and (ii) the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus;
(i) The Guarantor has an authorized capitalization as set forth in the Pricing Prospectus, and all of the issued shares of capital stock of the Company and the Guarantor, respectively, have been duly and validly authorized and issued and are fully paid and non-assessable;
(j) The Notes have been duly authorized by the Company, and when executed and authenticated in accordance with the terms of the Indenture, and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, and assuming the due authorization, execution and delivery by the Trustee, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Indenture, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally and by general principles of equity (collectively, the “Enforceability Exceptions”), and will be entitled to the benefits of the Indenture, subject to the Enforceability Exceptions and except as rights to indemnification and contribution may be limited under applicable law; and the Guarantees have been duly authorized by the Guarantor and, when executed and authenticated in accordance with the terms of the Indenture, and the Notes are duly delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, and assuming the due authorization, execution and delivery by the Trustee, will constitute valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, subject to the Enforceability Exceptions;
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(k) The Indenture has been duly authorized, and, assuming due execution and delivery by the Trustee, when executed and delivered by the Company and the Guarantor, will be a valid and binding agreement of the Company and the Guarantor, enforceable in accordance with its terms, subject to the Enforceability Exceptions;
(l) The Indenture and the Securities will conform, in all material respects, to the descriptions thereof contained in the Pricing Disclosure Package and the Prospectus as amended or supplemented, and the Indenture will comply with the requirements for qualification under the Trust Indenture Act;
(m) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor;
(n) None of the issuance and sale of the Securities, the execution, delivery and performance by either the Company or the Guarantor of their obligations under this Agreement and the Indenture (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which either the Company or the Guarantor is a party or by which either the Company or the Guarantor is bound or to which any of the property or assets of either the Company or the Guarantor is subject, except for such breaches, violations and defaults that individually and in the aggregate would not reasonably be expected to have a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Guarantor and its subsidiaries (a “Material Adverse Effect”); (ii) result in any violation of the provisions of the Certificate of Incorporation or Constitution (or equivalent organizational documents) of the Company or the Certificate of Incorporation or By-laws of the Guarantor; or (iii) result in any violation of any law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over either the Company or the Guarantor or any of their properties, except for such breaches, violations and defaults that individually and in the aggregate would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Securities and the execution, delivery and performance by either the Company or the Guarantor of this Agreement and the Indenture, except in each case (1) such as either the Company or the Guarantor is not required to have obtained or made as of the date hereof, but will have been obtained prior to the Closing Date or, to the extent applicable, within the prescribed period under applicable law; (2) such as have been obtained (or in the case of a filing, made) and are in full force and effect; and (3) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the transactions contemplated thereby, and solely in connection with either the Company’s or the Guarantor’s obligations under the federal securities laws;
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(o) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption “Description of the Notes” and “Description of the Debt Securities of Finance Sub and Related Guarantees” insofar as they purport to constitute a summary of the terms of the Indenture and the Securities, are accurate, complete and fair in all material respects;
(p) Neither the Company nor the Guarantor or any of its Significant Subsidiaries is in violation of its Certificate of Incorporation or By-laws (or equivalent organizational documents) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in each case as would not individually and in the aggregate reasonably be expected to have a Material Adverse Effect;
(q) Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or the Guarantor or any of its Significant Subsidiaries is a party or of which any property of the Company or the Guarantor or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company or the Guarantor or any of its Significant Subsidiaries, could reasonably be expected to have, individually or in the aggregate, either (a) a Material Adverse Effect or (b) a material adverse effect on the performance of this Agreement, the Indenture or the Securities; and, to the best of the Company’s and the Guarantor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;
(r) Except as described in the Pricing Disclosure Package and the Prospectus, to the Company’s and the Guarantor’s knowledge, the Company and the Guarantor and its Significant Subsidiaries each possesses or has the right to employ sufficient patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, software, systems or procedures), trademarks, service marks and trade names, inventions, computer programs, technical data and information (collectively, the “Intellectual Property Rights”)
reasonably necessary to conduct their businesses as now conducted. Neither the Company nor the Guarantor or any of its Significant Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any
of the Intellectual Property Rights except as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. Except as described
in the Pricing Disclosure Package and the Prospectus, to the Company’s and the Guarantor’s knowledge the use of the Intellectual Property Rights in connection with the business and operations of the Guarantor and its subsidiaries does not infringe on
the rights of any person, except as could not reasonably be expected to individually or in the aggregate result in a Material Adverse Effect;
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(s) Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor the Guarantor or any of its Significant Subsidiaries (i) is in violation of any law, statute, or any rule, regulation, decision or order of any governmental agency or body or any court, in any case relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”); (ii) owns or operates any real property which, to its knowledge, is contaminated with any substance that is subject to any environmental laws; (iii) is, to its knowledge, liable for any off-site disposal or contamination pursuant to any environmental laws; or (iv) has received any written notice of any claim under any environmental laws and the Company and the Guarantor are not aware of any pending investigation that could reasonably be expected to lead to such a claim, in each such case, which violation, contamination, liability or claim would have, individually or in the aggregate, a Material Adverse Effect;
(t) The Company and the Guarantor are not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Disclosure Package will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);
(u) (i) (A) At the time of filing the Registration Statement; (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus); and (C) at the time either the Company or the Guarantor (or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act)) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Guarantor was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company, the Guarantor or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Guarantor was not an “ineligible issuer” as defined in Rule 405 under the Act;
(v) Except as would not individually and in the aggregate reasonably be expected to have a Material Adverse Effect, the Company, the Guarantor and the Company’s and the Guarantor’s directors or officers, in their capacities as such, are in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications;
(w) Deloitte & Touche LLP, who has audited certain financial statements of the Guarantor and its subsidiaries contained or incorporated by reference in the Registration Statement, Pricing Prospectus and Prospectus and audited the Guarantor’s internal control over financial reporting is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder;
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(x) Subject to the assumptions, limitations, qualifications and conditions set forth therein, the statements made in the Pricing Disclosure Package and the Prospectus under the heading “Material United States Federal Income Tax Considerations” insofar as they relate to matters of United States federal income tax law constitute a fair summary in all material respects of the matters so discussed;
(y) The Guarantor maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Guarantor’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. As of December 31, 2024, the Guarantor’s internal control over financial reporting was effective. The Guarantor is not aware of any material weaknesses in its internal control over financial reporting;
(z) Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus and the Prospectus, other than as disclosed in the Pricing Prospectus and the Prospectus, there has been no change in the Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Guarantor’s internal control over financial reporting;
(aa) Except as otherwise disclosed in the Pricing Disclosure Package and the Prospectus, (i) the Company and the Guarantor have not been notified of, and have no knowledge of any material security breach or other compromise of or relating to any of the Company’s or Guarantor’s information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers, vendors and any third party data maintained by or on behalf of the Company or the Guarantor), equipment or technology (collectively, “IT Systems and Data”), except in the case of this clause (i) as would not, individually or in the aggregate, result in a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Guarantor; (ii) the Company and the Guarantor are presently in compliance with applicable laws or statutes relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, expect as would not, individually or in the aggregate, have a result in a material adverse effect on the current or future consolidated financial position, stockholders’ equity or results of operations of the Guarantor; and (iii) the Company and the Guarantor have implemented backup and disaster recovery technology consistent with industry standards and practices;
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(bb) The Guarantor maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Guarantor and its subsidiaries is made known to the Guarantor’s principal executive officer and principal financial officer by others within those entities; and, as of December 31, 2024, such disclosure controls and procedures were effective; and
(cc) The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x).
Any certificate signed by any officer of either the Company or the Guarantor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by either the Company or the Guarantor, as applicable, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of Securities set forth opposite such Underwriter’s name in Schedule II hereto.
3. Delivery and Payment. Delivery of, and payment for, the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Guarantor or as provided in Section 11 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). The Securities to be purchased by each Underwriter hereunder will be represented by one or more global notes in book-entry form which will be deposited by or on behalf of the Company through a common depositary for Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A./N.V. (“Euroclear”), as operator of the Euroclear system.
The Company will instruct that the Securities be delivered to the Settlement Lead Manager (as defined herein) by directing Clearstream or Euroclear to credit the Securities to the account of the Settlement Lead Manager at Clearstream or Euroclear against:
(a) payment by the Settlement Lead Manager of the aggregate amount of gross proceeds, as set forth in Schedule I hereto, therefor by a wire transfer, denominated in euros, of immediately available funds to the account specified by the Company (such account to be specified at least forty-eight hours in advance of the Closing Date) to the Settlement Lead Manager or at such other place and time and date as the Settlement Lead Manager and the Company may agree upon in writing; and
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(b) concurrent payment by the Guarantor of the aggregate amount of underwriting commissions, as set forth in Schedule I hereto, therefor by a wire transfer, denominated in U.S. dollars, of immediately available funds to the account specified by the Settlement Lead Manager (such account to be specified at least forty-eight hours in advance of the Closing Date) to the Guarantor or at such other place and time and date as the Guarantor and the Settlement Lead Manager may agree upon in writing. The aggregate amount of underwriting commissions shall have been translated into U.S. dollars at the rate of €1.00 to $1.14880, the euro/U.S. dollar rate of exchange as reported on the Bloomberg page “BFIX” as of 12:00 p.m. (London Time) on the date of this Agreement.
The Company will cause the certificates representing the Securities to be made available to the Settlement Lead Manager for checking at least twenty-four hours prior to the Closing Date.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Pricing Disclosure Package.
5. Agreements. Each of the Company and the Guarantor jointly and severally agrees with each Underwriter:
(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or such earlier time as may be required under the Act; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Closing Date which shall be reasonably disapproved by the Representatives promptly after reasonable notice thereof; to advise the Representatives, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish the Representatives with copies thereof as they shall reasonably request; to prepare a final term sheet in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) under the Act (the “Final Term Sheet”); to file promptly all reports and any definitive proxy or information statements required to be filed by the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173 under the Act) is required in connection with the offering or sale of the Securities, and during such same period to advise the Representatives, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Pricing Prospectus or any amended Pricing Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of such Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Pricing Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, to promptly use its reasonable efforts to obtain the withdrawal of such order;
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(b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject;
(c) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Pricing Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company or the Guarantor will (i) promptly notify the Representatives so that any use of the Pricing Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Pricing Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as they may reasonably request;
(d) Prior to 5:00 p.m., New York City time, on the Business Day next succeeding the date of this Agreement and from time to time during any period when the Prospectus is required to be delivered in connection with the offering and sale of the Securities, to furnish the Underwriters with electronic copies of the Prospectus in New York City in such quantities as the Representatives may reasonably request, if any, (excluding any documents incorporated by reference therein to the extent available through the Commission’s EDGAR system), and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their reasonable request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance;
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(e) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Guarantor and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Guarantor, Rule 158);
(f) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act and otherwise in accordance with Rules 456(b) and 457(r) under the Act; provided, however, that any such required filing fees shall be paid prior to the Closing Date;
(g) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;
(h) To comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act, and to use its best efforts to cause the Company’s and the Guarantor’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act; and
(i) Not to take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of either the Company or the Guarantor to facilitate the sale or resale of the Securities.
6. Further Agreements.
(a) (i) The Company and the Guarantor jointly and severally represent and agree that, other than the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, they have not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;
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(ii) each Underwriter represents and agrees that, without the prior consent of the Company, the Guarantor and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus, other than one or more term sheets relating to the Securities that do not require either the Company or the Guarantor to file any material with the Commission other than the filing of the Final Term Sheet within two days as provided in Rule 433(d)(5)(ii); and
(iii) any such free writing prospectus the use of which has been consented to by the Company, the Guarantor and the Representatives (including the Final Term Sheet prepared and filed pursuant to Section 5(a) hereof and any other filing relating to the Securities made in reliance on the exemption of Rule 163 under the Act) is listed on Schedule III(a) hereto;
(b) The Company and the Guarantor have complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and
(c) The Company and the Guarantor agree that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company or the Guarantor will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company and the Guarantor by an Underwriter through the Representatives expressly for use therein (it being understood and agreed that the only such information furnished in writing to the Company and the Guarantor by an Underwriter through the Representatives expressly for use therein is the Underwriter Information).
(d) The Company and the Guarantor shall use commercially reasonable efforts to cause the Securities to be listed for trading on the New York Stock Exchange (the “NYSE”) as promptly as practicable after the date of the issuance of the Securities.
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7. Expenses. The Company and the Guarantor jointly and severally covenant and agree with the several Underwriters that, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: i) the fees, disbursements and expenses of the Company’s and the Guarantor’s counsel and the Company’s and the Guarantor’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Registration Statement, the Basic Prospectus, the Pricing Prospectus, Pricing Disclosure Package, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments or supplements to any of the foregoing, prepared by or on behalf of, used by, or referred to by the Company and the Guarantor and any amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the delivering of copies thereof to the Underwriters, in the quantities herein above specified, ii) all costs and expenses related to the transfer and delivery of the Securities to the Settlement Lead Manager, including any transfer or other taxes payable thereon, iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 1(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, iv) any fees charged by securities rating services for rating the Securities; v) any filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities, vi) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading on any appropriate market system, including the listing of such Securities on the NYSE, vii) the costs and charges of the Trustee and any transfer agent, registrar or depositary, viii) the cost of the preparation, issuance and delivery of the Securities, ix) the costs and expenses of the Company and the Guarantor relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and the Guarantor, travel and lodging expenses of the representatives and officers of the Company and the Guarantor and any such consultants in connection with the road show, and x) all other cost and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 and Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make related to such resales.
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8. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Closing Date, to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of their obligations hereunder and to the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the Final Term Sheet contemplated by Section 5(a) hereof and any other material required to be filed by the Company and the Guarantor pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;
(b) The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Kirkland & Ellis LLP, outside counsel for the Guarantor, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. Such opinion and negative assurance letter shall be rendered to the Underwriters at the request of the Guarantor and shall so state therein. The Guarantor intends and agrees that Kirkland & Ellis LLP is authorized to rely upon all of the representations made by the Guarantor in this Agreement in connection with rendering its opinions pursuant to this subsection;
(c) The Underwriters shall have received on the Closing Date an opinion of Arthur Cox LLP, outside counsel for the Company as to Irish law, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. Such opinion shall be rendered to the Underwriters at the request of the Company and shall so state therein. The Company intends and agrees that Arthur Cox is authorized to rely upon all of the representations made by the Company in this Agreement in connection with rendering its opinions pursuant to this subsection;
(d) The Underwriters shall have received on the Closing Date an opinion of internal counsel to the Guarantor in form and substance reasonably satisfactory to the Underwriters;
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(e) The Representatives shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, an opinion and negative assurance letter, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Pricing Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters;
(f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Closing Date, Deloitte & Touche LLP shall furnish to the Underwriters in form and substance reasonably satisfactory to the Underwriters and their counsel, a letter containing information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information with respect to the Guarantor included or incorporated by reference in the Pricing Prospectus and the Prospectus dated as of the date hereof and as of the Closing Date, respectively;
(g) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the Pricing Prospectus that, in judgment of the Representatives, is so material and adverse as to make it impracticable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus and this Agreement;
(h) On or after the Applicable Time, other than any downgrade, notice of any intended or potential downgrading of, or any review for a possible change consisting of, a “one notch” downgrade by either of S&P Global Ratings (“S&P”) and/or Moody’s Investor Services (“Moody’s”) in (x) the rating accorded the Company, the Guarantor or any of the securities of the Guarantor or any of its subsidiaries or (y) the rating outlook for the Company or the Guarantor, there shall not have occurred any downgrading, or notice of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change by S&P or Moody’s in (i) the rating accorded the Company, the Guarantor or any of the securities of the Guarantor or any of its subsidiaries or (ii) the rating outlook for the Company or the Guarantor;
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(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Guarantor’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis involving the United States; or (v) any change in national or international financial, political or economic conditions, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering, sale or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;
(j) The Company and the Guarantor shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the Business Day next succeeding the date of this Agreement; and
(k) Each of the Company and the Guarantor shall have furnished or caused to be furnished to the Representatives at the Closing Date a certificate, dated the Closing Date and signed by an officer of the Company and the Guarantor, on behalf of the Company and the Guarantor, reasonably satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company and the Guarantor herein at and as of such Closing Date, as to the performance by the Company and the Guarantor of all of its obligations hereunder to be performed at or prior to such Closing Date, and as to the matters set forth in subsections (a), (f) and (g) of this Section.
If any of the conditions specified in this Section 8 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancelation shall be given to the Company or the Guarantor in writing or by telephone or facsimile confirmed in writing.
9. Reimbursement of Underwriters’ Expenses. If this Agreement shall be terminated pursuant to Section 11 hereof, the Company and the Guarantor shall not then be under any liability to any Underwriter except as provided in Sections 7 and 10 hereof; but, if for any other reason Securities are not delivered by or on behalf of the Company and the Guarantor as provided herein (other than the occurrence of any of the events described in clauses (ii) (solely to the extent that such event is not caused by conduct of the Company or the Guarantor), (iii), (iv) or (v) of Section 8(h)), the Company and the Guarantor, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Securities, but the Company and the Guarantor shall then be under no further liability to any Underwriter with respect to such Securities except as provided in Sections 7 and 10 hereof.
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10. Indemnification and Contribution.
(a) The Company and the Guarantor jointly and severally will indemnify and hold harmless each Underwriter, the directors, officers and employees of each Underwriter and each person who controls any Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act (otherwise than as a result of a breach by an Underwriter of Section 6(a) hereof with respect to any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, in the light of the circumstances under which they were made) not misleading, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Guarantor shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission based upon any Underwriter Information;
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, their directors, their officers and each person, if any, who controls the Company and the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantor to such Underwriter, but only with respect to any Underwriter Information;
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(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the foregoing, if the indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to the indemnified party which may be different from or additional to those available to the indemnifying party and that the existence of such different or additional defenses creates, in the reasonable judgment of such indemnified party, a conflict in connection with the joint representation of the indemnified party and the indemnifying party, then the indemnified party shall have the right to employ separate counsel and in that event the reasonable fees and expenses of such separate counsel for the indemnified party shall be paid by the indemnifying party; provided, however, that the indemnifying party shall only be obligated to pay the reasonable fees and expenses of a single law firm (and any reasonably necessary local counsel) employed by all of the indemnified parties unless any indemnified party has determined, in its reasonable judgment, that there may be one or more defenses available to it which may be different from or additional to those available to another indemnified party and that the existence of such different or additional defense creates, in its reasonable judgment, a conflict in connection with the joint representation of the indemnified parties, in which case the indemnifying party shall be obligated to pay the reasonable fees and expenses of a separate single law firm (and any reasonably necessary local counsel) employed by each such indemnified party to which such conflict relates. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party;
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(d) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the Underwriters on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantor on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company and the Guarantor bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint;
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(e) The obligations of the Company and the Guarantor under this Section 10 shall be in addition to any liability which the Company and the Guarantor may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer of the Company and the Guarantor who signed the Registration Statement and each director of the Company and the Guarantor and to each person, if any, who controls the Company and the Guarantor within the meaning of the Act; and
(f) For purposes of this Section 10, the parties agree that any loss incurred by an Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than euros and as a result of any variation as between i) the rate of exchange at which the euro amount is converted into Judgment Currency for the purpose of such judgment or order, and ii) the rate of exchange at which such Underwriter is able to purchase euros on the business day following actual receipt by such Underwriter of any sum adjudged or ordered to be so due in the Judgment Currency with the amount of the Judgment Currency actually received by such Underwriter shall constitute indemnifiable losses pursuant to this section. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with purchase or, or conversion into, the relevant currency.
11. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter, the Company or the Guarantor. In the event of a default by any Underwriter as set forth in this Section 11, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Pricing Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company, the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.
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12. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and the Guarantor or their officers and of the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter, the Company or the Guarantor or any of the officers, directors, employees, agents or controlling persons referred to in Section 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 9 and 10 hereof shall survive the termination or cancelation of this Agreement.
13. Disclosure Authorization. The Company and the Guarantor are authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, without the Underwriters imposing any limitation of any kind.
14. Authority of Representatives. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters. The execution of this Agreement by each Underwriter constitutes agreement to, and acceptance of, this Section 14.
15. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and (i) if to the Representatives shall be delivered or sent by electronic communication, mail, or facsimile transmission to the Representatives at their respective addresses as set forth in Schedule IV and (ii) if to the Company and the Guarantor shall be delivered or sent by electronic communication, mail, telex or facsimile transmission to the address of the Company and the Guarantor set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 10(c) hereof shall be delivered or sent by electronic communication, mail, telex or facsimile transmission to such Underwriter at its address, such address which will be supplied to the Company and the Guarantor by such Underwriter upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
16. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Guarantor, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
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17. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 10 hereof, and no other person will have any right or obligation hereunder. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.
18. Time of the Essence. Time shall be of the essence of this Agreement.
19. No Fiduciary Duty. The Company and the Guarantor acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the several Underwriters, on the other; (b) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of either the Company or the Guarantor; (c) no Underwriter has assumed an advisory or fiduciary responsibility in favor of either the Company or the Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either the Company or the Guarantor on other matters) or any other obligation to either the Company or the Guarantor except the obligations expressly set forth in this Agreement; and (d) the Company and the Guarantor have consulted their own legal and financial advisors to the extent they deemed appropriate. Each of the Company and the Guarantor agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to either the Company or the Guarantor, in connection with such transaction or the process leading thereto.
20. Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding by and amongst the Company, the Guarantor and the Representatives, the Company and the Guarantor each acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Representatives to the Company and the Guarantor under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of an Underwriter or another person, and the issue to or conferral on the Company and the Guarantor of such shares, securities or obligations;
(iii) the cancellation of the BRRD Liability;
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(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
(b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
(c) For the purposes of this Section 20:
(i) “Bail-in Legislation” means (i) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time (the “EU Bail-in Legislation”)
or, \(ii\) in the case of the United Kingdom, the “U.K. Bail-in Legislation”;
(ii) “Bail-in Powers” means (i) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, any Write-down and Conversion Powers as defined in relation to the EU Bail-in Legislation and (ii) in the case of the United Kingdom, the powers under the U.K. Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability (“U.K. Bail-in Powers”);
(iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
(iv) “BRRD Liability” means (i) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, a liability in respect of which the relevant Write Down and Conversion Powers under the EU Bail-in Legislation may be exercised and (ii) in the case of the United Kingdom, a liability in respect of which the U.K. Bail-in Powers may be exercised;
(v) “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499 (or any such successor webpage);
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(vi) “U.K. Bail-in Legislation” means Part I of the U.K. Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); and
(vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise the relevant Bail-in Powers in relation to the relevant Underwriter.
21. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) by and amongst the Company, the Guarantor and the Underwriters, or any of them, with respect to the subject matter hereof.
22. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
23. Waiver of Jury Trial. The Company, the Guarantor and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
24. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
25. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
26. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.
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“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Business Day” shall mean any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City, London or Ireland, or any day which T2 is open for the settlement of payments in Euros.
“Commission” shall mean the Securities and Exchange Commission.
“Electronic Signatures” shall mean any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Rule 415”, “Rule 424” and “Rule 433” refer to such rules under the Act.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
27. Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 27, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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28. Agreement Among Underwriters. The execution of this Agreement by each Underwriter constitutes the acceptance of each Underwriter of the ICMA Agreement Among Managers Version 1/New York Schedule, subject to any amendment notified to the Underwriters in writing at any time prior to the execution of this Agreement. References therein to the “Managers” shall be deemed to refer to the Underwriters, references to “Lead Managers” shall be deemed to refer to the Representatives, references to “Settlement Lead Manager” shall be deemed to refer to Barclays Bank plc and “Subscription Agreement” means the Underwriting Agreement. As applicable to the Underwriters, Clause 3 of the ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section 11 of this Agreement.
29. Stabilization. The Company and the Guarantor hereby authorize Barclays Bank plc as the “Stabilizing Manager” to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization by Commission Regulation (EC) 2273/2003 of the Commission of the European Communities. The Stabilizing Manager for its own account may, to the extent permitted by applicable laws and directives, over-allot and effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail, but in doing so the Stabilizing Manager shall act as principal and not as agent of either the Company or the Guarantor and any loss resulting from overallotment and stabilization shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate principal amount of Securities specified in Schedule II hereto. Such stabilization, if commenced, may be discontinued at any time and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.
30. Commissionaire Account Third Party Rights. The Settlement Lead Manager or such other representative as the Underwriters may agree to settle the Securities (the “Settlement Bank”) acknowledges that the Securities will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the purchase price set forth in Schedule I hereto into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Securities shall be held to the order of the Company as set out above and (ii) the purchase price set forth in Schedule I hereto for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the purchase price set forth in Schedule I hereto will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.
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31. Product Governance Rules (U.K.). Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “U.K. MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:
(a) Each of Citigroup Global Markets Limited, Barclays Bank plc, BNP PARIBAS, J.P. Morgan Securities plc, and Société Générale (each a “U.K. Manufacturer” and together the “U.K. Manufacturers”) acknowledges that it understands the responsibilities conferred upon it under the U.K. MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus and announcements in connection with the Securities; and
(b) The other Underwriters (other than those subject to the U.K. MiFIR Product Governance Rules), the Company and the Guarantor note the application of the U.K. MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the U.K. Manufacturers and the related information set out in the Prospectus and announcements in connection with the Securities.
32. Product Governance Rules (EU). Solely for the purposes of the requirements of Article 9 of the MiFID Product Governance rules under EU Delegated Directive 2017/593 as implemented into the laws of the relevant member state (the “EU Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the EU Product Governance Rules:
(a) Société Générale (an “EU Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Prospectus in connection with the Securities; and
(b) The other Underwriters (other than those subject to the EU Product Governance Rules), the Company and the Guarantor note the application of the EU Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the EU Manufacturer and the related information set out in the Prospectus and announcements in connection with the Securities.
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33. Agent for Service of Process. The Company appoints the Guarantor, with the Guarantor’s office at the address of the Guarantor as set forth in the Registration Statement, as its agent for service of process or other legal summons for purposes of any related proceeding for this Agreement.
[Signature Pages Follow]
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If the foregoing is in accordance with your understanding, please sign and return to us your counterparts hereof, and upon the acceptance hereof by you, this letter and such acceptance hereof shall represent a binding agreement by and amongst the Company, the Guarantor and the several Underwriters.
| Very truly yours, | ||
|---|---|---|
| BMS IRELAND CAPITAL FUNDING<br><br> <br>DESIGNATED ACTIVITY COMPANY,<br><br> <br>as the COMPANY | ||
| --- | --- | --- |
| By: | /s/ Daragh Byrne | |
| Name: | Daragh Byrne | |
| Title: | Director | |
| BRISTOL-MYERS SQUIBB COMPANY,<br><br> <br>as the GUARANTOR | ||
| --- | --- | --- |
| By: | /s/ Sandra Ramos-Alves | |
| Name: | Sandra Ramos-Alves | |
| Title: | Senior Vice President and Treasurer |
[Signature page to the Underwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Citigroup Global Markets Limited | ||
|---|---|---|
| By: | /s/ Paula Clarke | |
| Name: | Paula Clarke | |
| Title: | Delegated Signatory |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Barclays Bank PLC | ||
|---|---|---|
| By: | /s/ James Gutow | |
| Name: | James Gutow | |
| Title: | Managing Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| BNP PARIBAS | ||
|---|---|---|
| By: | /s/ Rafael Ribeiro | |
| Name: | Rafael Ribeiro | |
| Title: | Managing Director | |
| By: | /s/ Christian Stewart | |
| Name: | Christian Stewart | |
| Title: | Managing Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| J.P. Morgan Securities plc | ||
|---|---|---|
| By: | /s/ Robert Chambers | |
| Name: | Robert Chambers | |
| Title: | Executive Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Société Générale | ||
|---|---|---|
| By: | /s/ Michael Shapiro | |
| Name: | Michael Shapiro | |
| Title: | Head of Debt Capital Markets |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| BofA Securities Europe SA | ||
|---|---|---|
| By: | /s/ Pierre Brette | |
| Name: | Pierre Brette | |
| Title: | Managing Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Wells Fargo Securities International Limited | ||
|---|---|---|
| By: | /s/ Bradley Cooper | |
| Name: | Bradley Cooper | |
| Title: | Executive Director, DCM |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Deutsche Bank Aktiengesellschaft | ||
|---|---|---|
| By: | /s/ Kevin Prior | |
| Name: | Kevin Prior | |
| Title: | Managing Director | |
| By: | /s/ John Han | |
| Name: | John Han | |
| Title: | Managing Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Goldman Sachs & Co. LLC | ||
|---|---|---|
| By: | /s/ Karim Saleh | |
| Name: | Karim Saleh | |
| Title: | Managing Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| HSBC Continental Europe | ||
|---|---|---|
| By: | /s/ Christophe Sarragozi | |
| Name: | Christophe Sarragozi | |
| Title: | Director Debt Capital Markets | |
| By: | /s/ Jérôme Pellet | |
| Name: | Jérôme Pellet | |
| Title: | Managing Director Debt Capital Markets |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Mizuho International plc | ||
|---|---|---|
| By: | /s/ Manabu Shibuya | |
| Name: | Manabu Shibuya | |
| Title: | Authorised Signatory |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Morgan Stanley & Co. International plc | ||
|---|---|---|
| By: | /s/ Kathryn McArdle | |
| Name: | Kathryn McArdle | |
| Title: | Executive Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| UBS AG London Branch | ||
|---|---|---|
| By: | /s/ Edward Mulderrig | |
| Name: | Edward Mulderrig | |
| Title: | Managing Director | |
| By: | /s/ Perry Ward | |
| Name: | Perry Ward | |
| Title: | Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| MUFG Securities (Europe) N.V. | ||
|---|---|---|
| By: | /s/ Sophie Horreard | |
| Name: | Sophie Horreard | |
| Title: | Authorized signatory |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| SMBC Bank International plc | ||
|---|---|---|
| By: | /s/ Marko Milos | |
| Name: | Marko Milos | |
| Title: | Authorised Signatory |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Standard Chartered Bank | ||
|---|---|---|
| By: | /s/ Rajan Bagri | |
| Name: | Rajan Bagri | |
| Title: | Managing Director, Debt Capital Markets |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| U.S. Bancorp Investments, Inc. | ||
|---|---|---|
| By: | /s/ William Carney | |
| Name: | William Carney | |
| Title: | Senior Vice President |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| PNC Capital Markets LLC | ||
|---|---|---|
| By: | /s/ Dylan Haas | |
| Name: | Dylan Haas | |
| Title: | Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Scotiabank (Ireland) Designated Activity Company | ||
|---|---|---|
| By: | /s/ James Walter | |
| Name: | James Walter | |
| Title: | Head of Legal, Europe | |
| By: | /s/ Nicola Vavasour | |
| --- | --- | --- |
| Name: | Nicola Vavasour | |
| Title: | Chief Executive Officer |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| CAVU Securities LLC | ||
|---|---|---|
| By: | /s/ Gregory A. Parsons | |
| Name: | Gregory A. Parsons | |
| Title: | CEO, CAVU Securities LLC |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Blaylock Van, LLC | ||
|---|---|---|
| By: | /s/ Eric Standifer | |
| Name: | Eric Standifer | |
| Title: | CEO |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Bridgeway Securities Corp | ||
|---|---|---|
| By: | /s/ Jasen Blakney | |
| Name: | Jasen Blakney | |
| Title: | Director |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| Independence Point Securities LLC | ||
|---|---|---|
| By: | /s/ Meghan Siripurapu | |
| Name: | Meghan Siripurapu | |
| Title: | Partner |
[BMS UA – Signature Page]
The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date specified in Schedule I hereto.
| TIGRESS FINANCIAL PARTNERS LLC | ||
|---|---|---|
| By: | /s/ Cynthia DiBartolo | |
| Name: | Cynthia DiBartolo | |
| Title: | Chief Executive Officer |
[BMS UA – Signature Page]
SCHEDULE I
Final Pricing Term Sheet
Issuer Free Writing Prospectus, dated
November 5, 2025
Filed Pursuant to Rule 433 of the
Securities Act of 1933
Registration Statement Nos. 333-283810
and 333-283810-01
BMS Ireland Capital Funding Designated Activity Company
(as fully and unconditionally guaranteed by Bristol-Myers Squibb Company)
Pricing Term Sheet
November 5, 2025
€5,000,000,000 aggregate principal amount, consisting of:
€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
(together, the “Notes”)
This pricing term sheet (the “Pricing Term Sheet”) supplements the preliminary prospectus supplement filed by BMS Ireland Capital Funding Designated Activity Company (the “Issuer”) and Bristol Myers Squibb Company (the “Parent”) on November 3, 2025 (the “Preliminary Prospectus Supplement”) and the accompanying prospectus dated October 31, 2025 (the “Prospectus”) and supersedes the information in the Preliminary Prospectus Supplement and Prospectus. Other information (including financial information) presented in the Preliminary Prospectus Supplement is deemed to have changed to the extent effected by the changes described herein. Otherwise, this Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement and the Prospectus and should be read together with the Preliminary Prospectus Supplement, the Prospectus and the documents incorporated or deemed to be incorporated by reference therein before a decision is made in connection with an investment in the Notes. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
1
| General Terms | |
|---|---|
| Issuer: | BMS Ireland Capital Funding Designated Activity Company |
| Guarantor: | Bristol-Myers Squibb Company |
| Offering Format: | SEC Registered |
| Trade Date: | November 5, 2025 |
| Settlement Date*: | November 10, 2025 (T+3) |
| Denominations: | €100,000 and integral multiples of €1,000 in excess thereof |
| Expected Issue Ratings**: | [***] |
| Target Market: | No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs<br> key information document (KID) has been prepared as not available to retail in EEA or UK. |
| Aggregate Gross Proceeds (before estimated expenses and underwriting commission): | €5,000,000,000 |
| Expected Listing: | New York Stock Exchange |
| Day Count Convention: | Actual/Actual (ICMA) |
| Redemption for Tax Reasons: | In the event of certain developments affecting taxation, the Issuer will have the right, at its option, to redeem the Notes of a series, in whole but not in part, at any time, at a redemption price equal to 100% of the principal amount,<br> plus accrued and unpaid interest, to, but excluding, the date of redemption. |
| Issuer’s LEI: | 9845002AC2D55DFID596 |
| 750,000,000 2.973% Notes due 2030 | |
| --- | |
| Principal Amount: | |
| Maturity Date: | |
| Price to Public: | |
| Yield to Maturity: | |
| Interest Payment Dates: | |
| Interest Rate: | |
| Spread to Benchmark Bund: | |
| Benchmark Bund: | |
| Benchmark Bund Price and Yield: | |
| Spread to Mid-Swaps: | |
| Mid-Swaps Yield: | |
| Make-Whole Call: | |
| Par Call Date: | |
| Underwriting Commission: | |
| CUSIP / ISIN / Common Code: |
All values are in Euros.
2
| 1,150,000,000 3.363% Notes due 2033 |
|---|
| Principal Amount: |
| Maturity Date: |
| Price to Public: |
| Yield to Maturity: |
| Interest Payment Dates: |
| Interest Rate: |
| Spread to Benchmark Bund: |
| Benchmark Bund: |
| Benchmark Bund Price and Yield: |
| Spread to Mid-Swaps: |
| Mid-Swaps Yield: |
| Make-Whole Call: |
| Par Call Date: |
| Underwriting Commission: |
| CUSIP / ISIN / Common Code: |
All values are in Euros.
| 1,150,000,000 3.857% Notes due 2038 |
|---|
| Principal Amount: |
| Maturity Date: |
| Price to Public: |
| Yield to Maturity: |
| Interest Payment Dates: |
| Interest Rate: |
| Spread to Benchmark Bund: |
| Benchmark Bund: |
| Benchmark Bund Price and Yield: |
| Spread to Mid-Swaps: |
| Mid-Swaps Yield: |
| Make-Whole Call: |
| Par Call Date: |
| Underwriting Commission: |
| CUSIP / ISIN / Common Code: |
All values are in Euros.
3
| 750,000,000 4.289% Notes due 2045 |
|---|
| Principal Amount: |
| Maturity Date: |
| Price to Public: |
| Yield to Maturity: |
| Interest Payment Dates: |
| Interest Rate: |
| Spread to Benchmark Bund: |
| Benchmark Bund: |
| Benchmark Bund Price and Yield: |
| Spread to Mid-Swaps: |
| Mid-Swaps Yield: |
| Make-Whole Call: |
| Par Call Date: |
| Underwriting Commission: |
| CUSIP / ISIN / Common Code: |
All values are in Euros.
| 1,200,000,000 4.581% Notes due 2055 |
|---|
| Principal Amount: |
| Maturity Date: |
| Price to Public: |
| Yield to Maturity: |
| Interest Payment Dates: |
| Interest Rate: |
| Spread to Benchmark Bund: |
| Benchmark Bund: |
| Benchmark Bund Price and Yield: |
| Spread to Mid-Swaps: |
| Mid-Swaps Yield: |
| Make-Whole Call: |
| Par Call Date: |
| Underwriting Commission: |
| CUSIP / ISIN / Common Code: |
All values are in Euros.
4
| Joint Lead Managers and Joint Book-<br><br> <br>Running Managers: | Citigroup Global Markets Limited |
|---|---|
| Barclays Bank PLC | |
| BNP PARIBAS | |
| J.P. Morgan Securities plc | |
| Société Générale | |
| Joint Book-Running Managers: | BofA Securities Europe SA |
| Wells Fargo Securities International Limited | |
| Deutsche Bank Aktiengesellschaft | |
| Goldman Sachs & Co. LLC | |
| HSBC Continental Europe | |
| Mizuho International plc | |
| Morgan Stanley & Co. International plc | |
| UBS AG London Branch | |
| Senior Co-Managers: | MUFG Securities (Europe) N.V. |
| SMBC Bank International plc | |
| Standard Chartered Bank | |
| U.S. Bancorp Investments, Inc. | |
| PNC Capital Markets LLC | |
| Scotiabank (Ireland) Designated Activity Company | |
| Co-Managers: | CAVU Securities LLC |
| Blaylock Van, LLC | |
| Bridgeway Securities Corp. | |
| Independence Point Securities LLC | |
| Tigress Financial Partners LLC |
*We expect that delivery of the Notes will be made against payment therefor on November 10, 2025, which will be the third business day following the date of pricing of the Notes (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day preceding the date of delivery may be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Such purchasers should consult their own advisors.
**These ratings are not a recommendation to buy, sell or hold the Notes. The ratings may be subject to revision or withdrawal at any time by the relevant rating agency. Each of the ratings included herein should be evaluated independently of any other rating. No report of any rating agency is incorporated by reference herein.
The Notes will be represented by beneficial interests in fully registered permanent global notes (the “global notes”), which will be registered in the name of a nominee of, and shall be deposited on or about November 10, 2025 with, a common depositary for, and in respect of interests held through, Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”). Any Notes represented by global notes held by a nominee of Euroclear or Clearstream will be subject to the then applicable procedures of Euroclear and Clearstream, as applicable. Euroclear and Clearstream’s current practice is to make payments in respect of global notes to participants of record that hold an interest in the relevant global notes at the close of business (in London) on the date that is the clearing system business day (for these purposes, a day on which Euroclear and Clearstream are open for business) immediately preceding each applicable interest payment date.
5
This Pricing Term Sheet is not a prospectus for the purposes of Regulation (EU) 2017/1129, including the same as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.
The communication of this Pricing Term Sheet and any other document or materials relating to the issue of the Notes is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This document and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This Pricing Term Sheet is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Pricing Term Sheet and any other document or materials relates will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Pricing Term Sheet or any of its contents.
Relevant stabilization regulations including FCA/ICMA will apply.
The Issuer and the Parent have filed a registration statement (including the Prospectus and the Preliminary Prospectus Supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and Preliminary Prospectus Supplement in that registration statement and other documents the Issuer and the Parent have filed with the SEC for more complete information about the Issuer, the Parent and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, the Parent, the underwriters or any dealer participating in the offering will arrange to send you the Prospectus and Prospectus Supplement if you request it by calling Citigroup Global Markets Limited at +1 800-831-9146, Barclays Bank PLC at +1 888-603-5847; BNP PARIBAS at +44 0-20-7595-8222; J.P. Morgan Securities plc at +1 212 834 4533 (for investors in the U.S. and Canada) or +44 0-20-7134-1470 (for investors outside the U.S. and Canada) or Société Générale at +1 855-881-2108.
This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction where it is unlawful or where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the Notes.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another e-mail system.
6
SCHEDULE II
| Underwriters | Principal Amount<br><br> <br>of 2030 Notes to<br><br> <br>be Purchased | Principal Amount<br><br> <br>of 2033 Notes to<br><br> <br>be Purchased | Principal Amount<br><br> <br>of 2038 Notes to<br><br> <br>be Purchased | |||
|---|---|---|---|---|---|---|
| Citigroup Global Markets Limited | € | 90,000,000 | € | 138,000,000 | € | 138,000,000 |
| Barclays Bank PLC | 82,500,000 | 126,500,000 | 126,500,000 | |||
| BNP PARIBAS | 82,500,000 | 126,500,000 | 126,500,000 | |||
| J.P. Morgan Securities plc | 82,500,000 | 126,500,000 | 126,500,000 | |||
| Société Générale | 82,500,000 | 126,500,000 | 126,500,000 | |||
| BofA Securities Europe SA | 31,125,000 | 47,725,000 | 47,725,000 | |||
| Wells Fargo Securities International Limited | 31,125,000 | 47,725,000 | 47,725,000 | |||
| Deutsche Bank Aktiengesellschaft | 30,000,000 | 46,000,000 | 46,000,000 | |||
| Goldman Sachs & Co. LLC | 30,000,000 | 46,000,000 | 46,000,000 | |||
| HSBC Continental Europe | 30,000,000 | 46,000,000 | 46,000,000 | |||
| Mizuho International plc | 30,000,000 | 46,000,000 | 46,000,000 | |||
| Morgan Stanley & Co. International plc | 30,000,000 | 46,000,000 | 46,000,000 | |||
| UBS AG London Branch | 30,000,000 | 46,000,000 | 46,000,000 | |||
| MUFG Securities (Europe) N.V. | 13,500,000 | 20,700,000 | 20,700,000 | |||
| SMBC Bank International plc | 13,500,000 | 20,700,000 | 20,700,000 | |||
| Standard Chartered Bank | 13,500,000 | 20,700,000 | 20,700,000 | |||
| U.S. Bancorp Investments, Inc. | 13,500,000 | 20,700,000 | 20,700,000 | |||
| PNC Capital Markets LLC | 10,125,000 | 15,525,000 | 15,525,000 | |||
| Scotiabank (Ireland) Designated Activity Company | 10,125,000 | 15,525,000 | 15,525,000 | |||
| CAVU Securities LLC | 3,000,000 | 4,600,000 | 4,600,000 | |||
| Blaylock Van, LLC | 2,625,000 | 4,025,000 | 4,025,000 | |||
| Bridgeway Securities Corp | 2,625,000 | 4,025,000 | 4,025,000 | |||
| Independence Point Securities LLC | 2,625,000 | 4,025,000 | 4,025,000 | |||
| Tigress Financial Partners LLC | 2,625,000 | 4,025,000 | 4,025,000 | |||
| Total | € | 750,000,000 | € | 1,150,000,000 | € | 1,150,000,000 |
| Underwriters | Principal Amount<br><br> <br>of 2045 Notes to<br><br> <br>be Purchased | Principal Amount<br><br> <br>of 2055 Notes to<br><br> <br>be Purchased | ||||
| --- | --- | --- | --- | --- | ||
| Citigroup Global Markets Limited | € | 90,000,000 | € | 144,000,000 | ||
| Barclays Bank PLC | 82,500,000 | 132,000,000 | ||||
| BNP PARIBAS | 82,500,000 | 132,000,000 | ||||
| J.P. Morgan Securities plc | 82,500,000 | 132,000,000 | ||||
| Société Générale | 82,500,000 | 132,000,000 | ||||
| BofA Securities Europe SA | 31,125,000 | 49,800,000 | ||||
| Wells Fargo Securities International Limited | 31,125,000 | 49,800,000 | ||||
| Deutsche Bank Aktiengesellschaft | 30,000,000 | 48,000,000 | ||||
| Goldman Sachs & Co. LLC | 30,000,000 | 48,000,000 | ||||
| HSBC Continental Europe | 30,000,000 | 48,000,000 | ||||
| Mizuho International plc | 30,000,000 | 48,000,000 | ||||
| Morgan Stanley & Co. International plc | 30,000,000 | 48,000,000 | ||||
| UBS AG London Branch | 30,000,000 | 48,000,000 | ||||
| MUFG Securities (Europe) N.V. | 13,500,000 | 21,600,000 | ||||
| SMBC Bank International plc | 13,500,000 | 21,600,000 | ||||
| Standard Chartered Bank | 13,500,000 | 21,600,000 | ||||
| U.S. Bancorp Investments, Inc. | 13,500,000 | 21,600,000 | ||||
| PNC Capital Markets LLC | 10,125,000 | 16,200,000 | ||||
| Scotiabank (Ireland) Designated Activity Company | 10,125,000 | 16,200,000 | ||||
| CAVU Securities LLC | 3,000,000 | 4,800,000 | ||||
| Blaylock Van, LLC | 2,625,000 | 4,200,000 | ||||
| Bridgeway Securities Corp | 2,625,000 | 4,200,000 | ||||
| Independence Point Securities LLC | 2,625,000 | 4,200,000 | ||||
| Tigress Financial Partners LLC | 2,625,000 | 4,200,000 | ||||
| Total | € | 750,000,000 | € | 1,200,000,000 |
II-1
SCHEDULE III
Schedule III(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:
Each electronic “road show” as defined in Rule 433(h) furnished to the Underwriters prior to use that the Underwriters, the Company and the Guarantor have agreed may be used in connection with the offering of the Securities.
Schedule III(b) Additional Documents Incorporated by Reference:
None.
III-1
SCHEDULE IV
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Facsimile: +44 (0) 20 7986 1927
Attn: Syndicate Desk
Barclays Bank PLC
1 Churchill Place
London E14 5HP
United Kingdom
Tel: +44 (0) 20 7773 9098
Attn: Debt Syndicate
Email: LeadManagedBondNotices@barclayscorp.com
BNP PARIBAS
16 boulevard des Italiens
75009 Paris
France
Tel: +44 (0) 20 7595 8222
Attn: Fixed Income Syndicate
Emails: dl.syndsupportbonds@uk.bnpparibas.com and
christian.stewart@us.bnpparibas.com
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Attn: Head of International Syndicate
Email: emea_syndicate@jpmorgan.com
Société Générale
Immeuble Basalte
17 Cours Valmy
CS 50318
92972 Paris La Défense Cedex
France
Tel: +33 (0)1 42 13 32 16
Attn: Syndicate Desk GLBA/SYN/CAP/BND
Email: eur-glba-syn-cap@sgcib.com
IV-1
SCHEDULE V
Citigroup Global Markets Limited
Barclays Bank PLC
BNP PARIBAS
J.P. Morgan Securities plc
Société Générale
BofA Securities Europe SA
Wells Fargo Securities International Limited
Deutsche Bank Aktiengesellschaft
Goldman Sachs & Co. LLC
HSBC Continental Europe
Mizuho International plc
Morgan Stanley & Co. International plc
UBS AG London Branch
MUFG Securities (Europe) N.V.
SMBC Bank International plc
Standard Chartered Bank
U.S. Bancorp Investments, Inc.
PNC Capital Markets LLC
Scotiabank (Ireland) Designated Activity Company
CAVU Securities LLC
Blaylock Van, LLC
Bridgeway Securities Corp
Independence Point Securities LLC
Tigress Financial Partners LLC
V-1
Exhibit 4.2
BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY,
as Issuer
BRISTOL-MYERS SQUIBB COMPANY,
as Parent Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 10, 2025
to
INDENTURE
Dated as of October 31, 2025
2.973% **** Notes due 2030
3.363% Notes due 2033
3.857% Notes due 2038****
4.289% Notes due 2045
4.581% Notes due 2055
TABLE OF CONTENTS
Page
| ARTICLE I DEFINITIONS | 1 | |
|---|---|---|
| Section 1.01 | Definition of Terms | 1 |
| Section 1.02 | Amended Defined Terms | 2 |
| Section 1.03 | Additional Defined Terms | 2 |
| ARTICLE II GENERAL TERMS AND CONDITIONS OF THE 2030<br> NOTES | 3 | |
| Section 2.01 | Designation and Principal Amount | 3 |
| Section 2.02 | Maturity | 3 |
| Section 2.03 | Additional Issues | 3 |
| Section 2.04 | Interest | 3 |
| Section 2.05 | Authorized Denominations | 3 |
| Section 2.06 | Redemption | 3 |
| Section 2.07 | Appointment of Agents | 3 |
| Section 2.08 | Issuance in Euros | 3 |
| Section 2.09 | Parent Guarantee | 4 |
| ARTICLE III GENERAL TERMS AND CONDITIONS OF THE 2033<br> NOTES | 4 | |
| Section 3.01 | Designation and Principal Amount | 4 |
| Section 3.02 | Maturity | 4 |
| Section 3.03 | Additional Issues | 4 |
| Section 3.04 | Interest | 4 |
| Section 3.05 | Authorized Denominations | 4 |
| Section 3.06 | Redemption | 4 |
| Section 3.07 | Appointment of Agents | 4 |
| Section 3.08 | Issuance in Euros | 4 |
| Section 3.09 | Parent Guarantee | 5 |
| ARTICLE IV GENERAL TERMS AND CONDITIONS OF THE 2038<br> NOTES | 5 | |
| Section 4.01 | Designation and Principal Amount | 5 |
| Section 4.02 | Maturity | 5 |
| Section 4.03 | Additional Issues | 5 |
| Section 4.04 | Interest | 5 |
| Section 4.05 | Authorized Denominations | 5 |
| Section 4.06 | Redemption | 5 |
| Section 4.07 | Appointment of Agents | 6 |
| Section 4.08 | Issuance in Euros | 6 |
| Section 4.09 | Parent Guarantee | 6 |
| ARTICLE V GENERAL TERMS AND CONDITIONS OF THE 2045<br> NOTES | 6 | |
| Section 5.01 | Designation and Principal Amount | 6 |
| Section 5.02 | Maturity | 6 |
| Section 5.03 | Additional Issues | 6 |
| Section 5.04 | Interest | 6 |
| Section 5.05 | Authorized Denominations | 7 |
| Section 5.06 | Redemption | 7 |
| Section 5.07 | Appointment of Agents | 7 |
| Section 5.08 | Issuance in Euros | 7 |
| Section 5.09 | Parent Guarantee | 7 |
| ARTICLE VI GENERAL TERMS AND CONDITIONS OF THE 2055<br> NOTES | 7 | |
| Section 6.01 | Designation and Principal Amount | 7 |
| Section 6.02 | Maturity | 7 |
| Section 6.03 | Additional Issues | 7 |
- i -
| Section 6.04 | Interest | 7 |
|---|---|---|
| Section 6.05 | Authorized Denominations | 8 |
| Section 6.06 | Redemption | 8 |
| Section 6.07 | Appointment of Agents | 8 |
| Section 6.08 | Issuance in Euros | 8 |
| Section 6.09 | Parent Guarantee | 8 |
| ARTICLE VII BOOK-ENTRY PROVISIONS FOR GLOBAL<br> SECURITIES | 8 | |
| Section 7.01 | Book-entry Provisions for Global Securities | 8 |
| ARTICLE VIII OPTIONAL REDEMPTION; REDEMPTION FOR TAX<br> REASONS; NO SINKING FUND | 9 | |
| Section 8.01 | Optional Redemption by Issuer | 9 |
| Section 8.02 | Par Call | 11 |
| Section 8.03 | Redemption for Tax Reasons | 11 |
| Section 8.04 | Interest Payments and Redemption | 12 |
| Section 8.05 | No Sinking Fund | 12 |
| Section 8.06 | Open market and other transactions | 12 |
| ARTICLE IX FORM OF NOTES | 12 | |
| Section 9.01 | Form of 2030 Note | 12 |
| Section 9.02 | Form of 2033 Note | 12 |
| Section 9.03 | Form of 2038 Note | 12 |
| Section 9.04 | Form of 2045 Note | 12 |
| Section 9.05 | Form of 2055 Note | 12 |
| ARTICLE X ORIGINAL ISSUE AMOUNT OF NOTES | 12 | |
| Section 10.01 | Original Issue Amount of the 2030 Notes | 12 |
| Section 10.02 | Original Issue Amount of the 2033 Notes | 12 |
| Section 10.03 | Original Issue Amount of the 2038 Notes | 12 |
| Section 10.04 | Original Issue Amount of the 2045 Notes | 13 |
| Section 10.05 | Original Issue Amount of the 2055 Notes | 13 |
| ARTICLE XI PAYMENT OF ADDITIONAL AMOUNTS | 13 | |
| Section 11.01 | Payment of Additional Amounts | 13 |
| Section 11.02 | General | 14 |
| ARTICLE XII SATISFACTION AND DISCHARGE; DEFEASANCE | 14 | |
| Section 12.01 | Satisfaction and Discharge; Defeasance | 14 |
| ARTICLE XIII MISCELLANEOUS | 14 | |
| Section 13.01 | Ratification of Indenture | 14 |
| Section 13.02 | Trustee Not Responsible for Recitals | 14 |
| Section 13.03 | Governing Law | 14 |
| Section 13.04 | Separability | 14 |
| Section 13.05 | Counterparts | 14 |
| Section 13.06 | Trust Indenture Act | 15 |
| Section 13.07 | Signatures | 15 |
| Section 13.08 | Tax Treatment | 15 |
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Exhibits
| Exhibit A | Form of 2030 Note |
|---|---|
| Exhibit B | Form of 2033 Note |
| Exhibit C | Form of 2038 Note |
| Exhibit D | Form of 2045 Note |
| Exhibit E | Form of 2055 Note |
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FIRST SUPPLEMENTAL INDENTURE, dated as of November 10, 2025 (the “First Supplemental Indenture”), among BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated under the laws of Ireland (the “Issuer”), Bristol-Myers Squibb Company, a Delaware corporation duly organized and existing under the laws of the State of Delaware, as guarantor (the “Parent Guarantor”),
and The Bank of New York Mellon, a New York banking corporation, as trustee \(the “Trustee”\).
RECITALS OF THE ISSUER AND THE PARENT GUARANTOR
WHEREAS, the Issuer and the Parent Guarantor executed and delivered the indenture, dated as of October 31, 2025, to the Trustee (the “Indenture”), to provide for the issuance of the Issuer’s unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided therein and to provide for the guarantee of such Securities by the Parent Guarantor;
WHEREAS, pursuant to Section 14.01 of the Indenture, the Issuer and the Parent Guarantor desire to (a) provide for the issuance of (i) a new series of the Issuer’s Securities to be known as its 2.973% Notes due 2030 (the “2030 Notes”), (ii) a new series of the Issuer’s Securities to be known as its 3.363% Notes due 2033 (the “2033 Notes”), (iii) a new series of the Issuer’s Securities to be known as its 3.857% Notes due 2038 (the “2038 Notes”), (iv) a new series of the Issuer’s Securities to be known as its 4.289% Notes due 2045 (the “2045 Notes”) and (v) a new series of the Issuer’s Securities to be known as its 4.581% Notes due 2055 (the “2055 Notes” and, together with the 2030 Notes, the 2033 Notes, the 2038 Notes and the 2045 Notes, the “Notes”), (b) establish the forms and to set forth the terms of the Notes thereof (including to modify, alter, supplement and change certain provisions of the Indenture for the benefit of the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (“Future Supplemental Indenture”)), as provided in Section 3.01 of the Indenture, and (c) provide for the guarantee of the Notes by the Parent Guarantor (the “Guarantees”);
WHEREAS, (a) the Board of Directors of each of the Issuer and the Parent Guarantor, and the Securities Issuance Committee of each of the Issuer and the Parent Guarantor, in each case, pursuant to resolutions duly adopted, have duly authorized the issuance by the Issuer of €750,000,000 aggregate principal amount of 2030 Notes, €1,150,000,000 aggregate principal amount of 2033 Notes, €1,150,000,000 aggregate principal amount of 2038 Notes, €750,000,000 aggregate principal amount of 2045 Notes and €1,200,000,000 aggregate principal amount of 2055 Notes, and has authorized the proper officers and directors of the Issuer and the Parent Guarantor to execute any and all appropriate documents necessary or appropriate to effect such issuance and (b) the Board of Directors of the Parent Guarantor and the Securities Issuance Committee of the Parent Guarantor, pursuant to resolutions duly adopted, has duly authorized the Guarantees;
WHEREAS, the Issuer and the Parent Guarantor have requested that the Trustee execute and deliver this First Supplemental Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Issuer and the Parent Guarantor, in accordance with its terms, and to make the Notes, when executed by the Issuer and authenticated and delivered by the Trustee, the valid obligations of the Issuer, and to make the Guarantees the valid obligations of the Parent Guarantor, have been done.
NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and terms of the Notes, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
Article I
DEFINITIONS
Section 1.01
Definition of Terms. Unless the context otherwise requires:
(a) each term defined in the Indenture has the same meaning when used in this First Supplemental Indenture;
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(b) each term defined anywhere in this First Supplemental Indenture has the same meaning throughout;
(c) the singular includes the plural and vice versa; and
(d) headings are for convenience of reference only and do not affect interpretation.
Section 1.02
Amended Defined Terms. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article I of the Indenture shall be amended by deleting the definition of “Business Day” in Section 1.01 and replacing such definition in its entirety as follows:
Business Day:
The term “Business Day” means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York, London, or Ireland and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the T2 system), or any successor thereto, operates.
Section 1.03
Additional Defined Terms. Except as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under the Indenture, whether now or hereafter issued and Outstanding, Article I of the Indenture shall be amended by adding the following defined terms to Section 1.01 in appropriate alphabetical sequence, as follows:
Clearing System Business Day:
The term “Clearing System Business Day” means a day on which Euroclear (as defined herein) and Clearstream (as defined herein) are open for business.
“euros,” “the euro” or “€”:
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
Ireland:
The term “Ireland” means the Republic of Ireland.
Remaining Scheduled Payments:
The term “Remaining Scheduled Payments” means, with respect to any series of Notes to be redeemed, the remaining scheduled payments of principal of and interest on such series of Notes that would be due after the related redemption date but for the redemption. If that redemption date is not an Interest Payment Date with respect to such series of Notes, the amount of the next succeeding scheduled interest payment on such series of Notes will be reduced by the amount of interest accrued on such series of Note to the redemption date.
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Article II
GENERAL TERMS AND CONDITIONS OF THE 2030 NOTES
Section 2.01
Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “2.973% Notes due 2030,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2030 Notes to be issued on the date hereof is set forth in Article X herein.
Section 2.02
Maturity. The Stated Maturity of principal of the 2030 Notes is November 10, 2030.
Section 2.03
Additional Issues. The Issuer may from time to time, without notice to or the consent of the Holders of the 2030 Notes, issue additional 2030 Notes. Any such additional 2030 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2030 Notes herein provided for. Any such additional 2030 Notes, together with the 2030 Notes herein provided for, shall constitute a single series of Securities under the Indenture. Any additional 2030 Notes shall have the same terms in all respects as the 2030 Notes herein provided for, except for the issue date, the initial public offering price and, if applicable, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such additional 2030 Notes; provided that, if such Additional Notes are not fungible with the 2030 Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Section 2.04
Interest. The 2030 Notes shall bear interest (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2030 Notes, or from November 10, 2025, if no interest has been paid) from November 10, 2025 at the rate of 2.973% per annum, payable annually in arrears; interest payable on each Interest Payment Date shall include interest accrued from November 10, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Date on which such interest shall be payable is November 10 of each year, beginning on November 10, 2026; and the Record Date for the interest payable on any Interest Payment Date is the close of business (in London) on the Clearing System Business Day immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day shall be due on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
Section 2.05
Authorized Denominations. The 2030 Notes shall be issuable in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Section 2.06
Redemption. The 2030 Notes are subject to redemption at the option of the Issuer as described in Article VIII hereof.
Section 2.07
Appointment of Agents. The Bank of New York Mellon shall initially be the Security Registrar for the 2030 Notes and shall act as such only at its corporate trust offices in the Borough of Manhattan, City of New York. The Paying Agent for the 2030 Notes shall initially be The Bank of New York Mellon, London Branch.
Section 2.08
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts (as defined herein), if any, in respect of the 2030 Notes shall be payable in euros. If, on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2030 Notes and the Guarantees shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor, as applicable, or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of the 2030 Notes or the Guarantees so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
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Section 2.09
Parent Guarantee. All of the Issuer’s obligations under the 2030 Notes and the Indenture shall be unconditionally and irrevocably guaranteed by the Parent Guarantor pursuant to Article XV of the Indenture.
Article III
GENERAL TERMS AND CONDITIONS OF THE 2033 NOTES
Section 3.01
Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “3.363% Notes due 2033,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2033 Notes to be issued on the date hereof is set forth in Article X herein.
Section 3.02
Maturity. The Stated Maturity of principal of the 2033 Notes is November 10, 2033.
Section 3.03
Additional Issues. The Issuer may from time to time, without notice to or the consent of the Holders of the 2033 Notes, issue additional 2033 Notes. Any such additional 2033 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2033 Notes herein provided for. Any such additional 2033 Notes, together with the 2033 Notes herein provided for, shall constitute a single series of Securities under the Indenture. Any additional 2033 Notes shall have the same terms in all respects as the 2033 Notes herein provided for, except for the issue date, the initial public offering price and, if applicable, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such additional 2033 Notes; provided that, if such Additional Notes are not fungible with the 2033 Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Section 3.04
Interest. The 2033 Notes shall bear interest (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2033 Notes, or from November 10, 2025, if no interest has been paid) from November 10, 2025 at the rate of 3.363% per annum, payable annually in arrears; interest payable on each Interest Payment Date shall include interest accrued from November 10, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Date on which such interest shall be payable is November 10 of each year, beginning on November 10 , 2026; and the Record Date for the interest payable on any Interest Payment Date is the close of business (in London) on the Clearing System Business Day immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day shall be due on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
Section 3.05
Authorized Denominations. The 2033 Notes shall be issuable in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Section 3.06
Redemption. The 2033 Notes are subject to redemption at the option of the Issuer as described in Article VIII hereof.
Section 3.07
Appointment of Agents. The Bank of New York Mellon shall initially be the Security Registrar for the 2033 Notes and shall act as such only at its corporate trust offices in the Borough of Manhattan, City of New York. The Paying Agent for the 2033 Notes shall initially be The Bank of New York Mellon, London Branch.
Section 3.08
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts (as defined herein), if any, in respect of the 2033 Notes shall be payable in euros. If, on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2033 Notes and the Guarantees shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor, as applicable, or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of the 2033 Notes or the Guarantees so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
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Section 3.09
Parent Guarantee. All of the Issuer’s obligations under the 2033 Notes and the Indenture shall be unconditionally and irrevocably guaranteed by the Parent Guarantor pursuant to Article XV of the Indenture.
Article IV
GENERAL TERMS AND CONDITIONS OF THE 2038 NOTES
Section 4.01
Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “3.857% Notes due 2038,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2038 Notes to be issued on the date hereof is set forth in Article X herein.
Section 4.02
Maturity. The Stated Maturity of principal of the 2038 Notes is November 10, 2038.
Section 4.03
Additional Issues. The Issuer may from time to time, without notice to or the consent of the Holders of the 2038 Notes, issue additional 2038 Notes. Any such additional 2038 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2038 Notes herein provided for. Any such additional 2038 Notes, together with the 2038 Notes herein provided for, shall constitute a single series of Securities under the Indenture. Any additional 2038 Notes shall have the same terms in all respects as the 2038 Notes herein provided for, except for the issue date, the initial public offering price and, if applicable, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such additional 2038 Notes; provided that, if such Additional Notes are not fungible with the 2038 Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Section 4.04
Interest. The 2038 Notes shall bear interest (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2038 Notes, or from November 10, 2025, if no interest has been paid) from November 10, 2025 at the rate of 3.857% per annum, payable annually in arrears; interest payable on each Interest Payment Date shall include interest accrued from November 10, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Date on which such interest shall be payable is November 10 of each year, beginning on November 10, 2026; and the Record Date for the interest payable on any Interest Payment Date is the close of business (in London) on the Clearing System Business Day immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day shall be due on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
Section 4.05
Authorized Denominations. The 2038 Notes shall be issuable in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Section 4.06
Redemption. The 2038 Notes are subject to redemption at the option of the Issuer as described in Article VIII hereof.
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Section 4.07
Appointment of Agents. The Bank of New York Mellon shall initially be the Security Registrar for the 2038 Notes and shall act as such only at its corporate trust offices in the Borough of Manhattan, City of New York. The Paying Agent for the 2038 Notes shall initially be The Bank of New York Mellon, London Branch.
Section 4.08
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts (as defined herein), if any, in respect of the 2038 Notes shall be payable in euros. If, on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2038 Notes and the Guarantees shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor, as applicable, or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of the 2038 Notes or the Guarantees so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Section 4.09
Parent Guarantee. All of the Issuer’s obligations under the 2038 Notes and the Indenture shall be unconditionally and irrevocably guaranteed by the Parent Guarantor pursuant to Article XV of the Indenture.
Article V
GENERAL TERMS AND CONDITIONS OF THE 2045 NOTES
Section 5.01
Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “4.289% Notes due 2045,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2045 Notes to be issued on the date hereof is set forth in Article X herein.
Section 5.02
Maturity. The Stated Maturity of principal of the 2045 Notes is November 10, 2045.
Section 5.03
Additional Issues. The Issuer may from time to time, without notice to or the consent of the Holders of the 2045 Notes, issue additional 2045 Notes. Any such additional 2045 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2045 Notes herein provided for. Any such additional 2045 Notes, together with the 2045 Notes herein provided for, shall constitute a single series of Securities under the Indenture. Any additional 2045 Notes shall have the same terms in all respects as the 2045 Notes herein provided for, except for the issue date, the initial public offering price and, if applicable, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such additional 2045 Notes; provided that, if such Additional Notes are not fungible with the 2045 Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Section 5.04
Interest. The 2045 Notes shall bear interest (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2045 Notes, or from November 10, 2025, if no interest has been paid) from November 10, 2025 at the rate of 4.289% per annum, payable annually in arrears; interest payable on each Interest Payment Date shall include interest accrued from November 10, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Date on which such interest shall be payable is November 10 of each year, beginning on November 10, 2026; and the Record Date for the interest payable on any Interest Payment Date is the close of business (in London) on the Clearing System Business Day immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day shall be due on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
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Section 5.05
Authorized Denominations. The 2045 Notes shall be issuable in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Section 5.06
Redemption. The 2045 Notes are subject to redemption at the option of the Issuer as described in Article VIII hereof.
Section 5.07
Appointment of Agents. The Bank of New York Mellon shall initially be the Security Registrar for the 2045 Notes and shall act as such only at its corporate trust offices in the Borough of Manhattan, City of New York. The Paying Agent for the 2045 Notes shall initially be The Bank of New York Mellon, London Branch.
Section 5.08
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts (as defined herein), if any, in respect of the 2045 Notes shall be payable in euros. If, on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2045 Notes and the Guarantees shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor, as applicable, or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of the 2045 Notes or the Guarantees so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Section 5.09
Parent Guarantee. All of the Issuer’s obligations under the 2045 Notes and the Indenture shall be unconditionally and irrevocably guaranteed by the Parent Guarantor pursuant to Article XV of the Indenture.
Article VI
GENERAL TERMS AND CONDITIONS OF THE 2055 NOTES
Section 6.01
Designation and Principal Amount. There is hereby authorized and established a series of Securities under the Indenture, designated as the “4.581% Notes due 2055,” which is not limited in aggregate principal amount. The aggregate principal amount of the 2055 Notes to be issued on the date hereof is set forth in Article X herein.
Section 6.02
Maturity. The Stated Maturity of principal of the 2055 Notes is November 10, 2055.
Section 6.03
Additional Issues. The Issuer may from time to time, without notice to or the consent of the Holders of the 2055 Notes, issue additional 2055 Notes. Any such additional 2055 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2055 Notes herein provided for. Any such additional 2055 Notes, together with the 2055 Notes herein provided for, shall constitute a single series of Securities under the Indenture. Any additional 2055 Notes shall have the same terms in all respects as the 2055 Notes herein provided for, except for the issue date, the initial public offering price and, if applicable, the payment of interest accruing prior to the issue date or the first Interest Payment Date of such additional 2055 Notes; provided that, if such Additional Notes are not fungible with the 2055 Notes for U.S. Federal income tax purposes, such Additional Notes shall have a separate CUSIP number.
Section 6.04
Interest. The 2055 Notes shall bear interest (computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2055 Notes, or from November 10, 2025, if no interest has been paid) from November 10, 2025 at the rate of 4.581% per annum, payable annually in arrears; interest payable on each Interest Payment Date shall include interest accrued from November 10, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Date on which such interest shall be payable is November 10 of each year, beginning on November 10, 2026; and the Record Date for the interest payable on any Interest Payment Date is the close of business (in London) on the Clearing System Business Day immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day shall be due on the next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.
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Section 6.05
Authorized Denominations. The 2055 Notes shall be issuable in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Section 6.06
Redemption. The 2055 Notes are subject to redemption at the option of the Issuer as described in Article VIII hereof.
Section 6.0
Appointment of Agents. The Bank of New York Mellon shall initially be the Security Registrar for the 2055 Notes and shall act as such only at its corporate trust offices in the Borough of Manhattan, City of New York. The Paying Agent for the 2055 Notes shall initially be The Bank of New York Mellon, London Branch.
Section 6.08
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts (as defined herein), if any, in respect of the 2055 Notes shall be payable in euros. If, on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2055 Notes and the Guarantees shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor, as applicable, or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of the 2055 Notes or the Guarantees so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Section 6.09
Parent Guarantee. All of the Issuer’s obligations under the 2055 Notes and the Indenture shall be unconditionally and irrevocably guaranteed by the Parent Guarantor pursuant to Article XV of the Indenture.
Article VII
BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES
Section 7.01
Book-entry Provisions for Global Securities.
(a) The Global Securities representing the Notes shall be deposited with, or on behalf of, The Bank of New York Mellon, London Branch, (together with any successors, the “Depositary”), a common depository for Euroclear Bank S.A./N.V., as operator of the Euroclear system or any successor clearing agency (“Euroclear”),
and Clearstream Banking S.A., as currently in effect or any successor securities clearing agency \(“Clearstream”\), and registered in the name of such common depository or its nominee for the accounts of Euroclear and Clearstream, duly executed by
the Issuer and authenticated by the Trustee as provided in Section 3.03 of the Indenture. Each such Global Security shall constitute a single Security for all purposes of the Indenture.
(b) Notwithstanding any other provision in the Indenture, no Global Security may be exchanged in whole or in part for Notes registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depository for such Global Security or a nominee thereof unless (A) such Depository (1) has notified the Issuer that it is unwilling or unable to continue as Depository for such Global Security and no successor Depository has been appointed within 90 days after such notice or (2) ceases to be a “clearing agency” registered under Section 17A of the Exchange Act when the Depositary is required to be so registered to act as the Depositary and so notifies the Issuer, and no successor Depositary has been appointed within 90 days after such notice, (B) the Issuer executes and delivers to the Trustee and the Registrar an Issuer Order stating that such Global Security shall be so exchangeable, or (C) such exchange is made upon request by or on behalf of the Depositary in accordance with customary procedures, following the request of a Holder seeking to exercise or enforce its rights under the Notes during the continuance of an Event of Default.
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(c) Subject to clause (b) above, any exchange of a Global Security for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct in writing to the Trustee.
(d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Note is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
Article VIII
OPTIONAL REDEMPTION; REDEMPTION FOR TAX REASONS; NO SINKING FUND
Section 8.01
Optional Redemption by Issuer.
(a) At the Issuer’s option, the 2030 Notes may be redeemed, in whole or in part, at any time and from time to time, prior to October 10, 2030 (one month prior to the Stated Maturity of the 2030 Notes (the “2030 Par Call Date”; and the date of any such redemption a “2030 Redemption Date”)), at a redemption price (the “2030 Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the 2030 Notes being redeemed on the relevant 2030 Redemption Date, and
(ii) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the 2030 Redemption Date) discounted to the 2030 Redemption Date (assuming the 2030 Notes to be redeemed matured on the 2030 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 10 basis points,
plus, in each of the cases of clauses (a)(i) and (a)(ii) above, accrued and unpaid interest on the 2030 Notes being redeemed to, but excluding, such 2030 Redemption Date.
(b) At the Issuer’s option, the 2033 Notes may be redeemed, in whole or in part, at any time and from time to time, prior to August 10, 2033 (three months prior to the Stated Maturity of the 2033 Notes (the “2033 Par Call Date”; and the date of any such redemption a “2033 Redemption Date”)), at a redemption price (the “2033 Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the 2033 Notes being redeemed on the relevant 2033 Redemption Date, and
(ii) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the 2033 Redemption Date) discounted to the 2033 Redemption Date (assuming the 2033 Notes to be redeemed matured on the 2033 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 15 basis points,
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plus, in each of the cases of clauses (b)(i) and (b)(ii) above, accrued and unpaid interest on the 2033 Notes being redeemed to, but excluding, such 2033 Redemption Date.
(c) At the Issuer’s option, the 2038 Notes may be redeemed, in whole or in part, at any time and from time to time, prior to August 10, 2038 (three months prior to the Stated Maturity of the 2038 Notes (the “2038 Par Call Date”; and the date of any such redemption a “2038 Redemption Date”)), at a redemption price (the “2038 Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the 2038 Notes being redeemed on the relevant 2038 Redemption Date, and
(ii) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the 2038 Redemption Date) discounted to the 2038 Redemption Date (assuming the 2038 Notes to be redeemed matured on the 2038 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 15 basis points,
plus, in each of the cases of clauses (c)(i) and (c)(ii) above, accrued and unpaid interest on the 2038 Notes being redeemed to, but excluding, such 2038 Redemption Date.
(d) At the Issuer’s option, the 2045 Notes may be redeemed, in whole or in part, at any time and from time to time, prior to May 10, 2045 (six months prior to the Stated Maturity of the 2045 Notes (the “2045 Par Call Date”; and the date of any such redemption a “2045 Redemption Date”)), at a redemption price (the “2045 Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the 2045 Notes being redeemed on the relevant 2045 Redemption Date, and
(ii) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the 2045 Redemption Date) discounted to the 2045 Redemption Date (assuming the 2045 Notes to be redeemed matured on the 2045 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 20 basis points,
plus, in each of the cases of clauses (d)(i) and (d)(ii) above, accrued and unpaid interest on the 2045 Notes being redeemed to, but excluding, such 2045 Redemption Date.
(e) At the Issuer’s option, the 2055 Notes may be redeemed, in whole or in part, at any time and from time to time, prior to May 10, 2055 (six months prior to the Stated Maturity of the 2055 Notes (the “2055 Par Call Date”; and the date of any such redemption a “2055 Redemption Date”)), at a redemption price (the “2055 Redemption Price” and, together with the 2030 Redemption Price, the 2033 Redemption Price, the 2038 Redemption Price and the 2045 Redemption Price, each a “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the 2055 Notes being redeemed on the relevant 2055 Redemption Date, and
(ii) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the 2055 Redemption Date) discounted to the 2055 Redemption Date (assuming the 2055 Notes to be redeemed matured on the 2055 Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 20 basis points,
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plus, in each of the cases of clauses (e)(i) and (e)(ii) above, accrued and unpaid interest on the 2055 Notes being redeemed to, but excluding, such 2055 Redemption Date.
(f) Notice of any redemption of the Notes of any series shall be given in the manner and otherwise in accordance with the provisions of Section 4.03 of the Indenture. If the Issuer has given notice of redemption as provided in the Indenture and funds for the redemption of the Notes called for redemption have been made available on the applicable Redemption Date referred to in that notice, such Notes shall cease to bear interest on such Redemption Date (unless the Issuer defaults in the payment of the applicable Redemption Price and accrued and unpaid interest).
(g) The following defined terms used in this Article VIII shall, unless the context otherwise requires, have the meanings specified below.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Notes being redeemed (assuming that the Notes to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any Redemption Date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the applicable Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(h) The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Notes, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Section 8.02
Par Call. Any time on or after the 2030 Par Call Date with respect to the 2030 Notes, the 2033 Par Call Date with respect to the 2033 Notes, the 2038 Par Call Date with respect to the 2038 Notes, the 2045 Par Call Date with respect to the 2045 Notes and the 2055 Par Call Date with respect to the 2055 Notes, the Issuer may redeem the applicable series of Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, such Redemption Date.
Section 8.03
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts as described under Article XI with respect to any series of the Notes, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Notes of such applicable series at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Notes to, but excluding, the Redemption Date.
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Section 8.04
Interest Payments and Redemption
Notwithstanding any provision of this Article VIII, installments of interest any series of Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
Section 8.05
No Sinking Fund. There is no sinking fund.
Section 8.06
Open market and other transactions Notwithstanding anything contained herein, the Issuer, the Parent Guarantor and their respective Affiliates may, at any time and from time to time, purchase, repurchase, redeem, exchange, defease or otherwise acquire or retire the Issuer’s or any of its Subsidiaries’ outstanding debt securities or loans, including the Notes, by any means other than a redemption that is subject to the provisions of this Article VIII (and, for the avoidance of doubt, without being subject to any pro rata repurchase requirement) from any Person, upon such terms and conditions, at such prices and with such considerations as the Issuer, the Parent Guarantor and their respective Affiliates may determine, including in negotiated transactions, open market purchases, by tender offer or any other transactions with one or more Holders or beneficial owners of the Notes.
Article IX
FORM OF NOTES
Section 9.01
Form of 2030 Note. The 2030 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.
Section 9.02
Form of 2033 Note. The 2033 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit B hereto.
Section 9.03
Form of 2038 Note. The 2038 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit C hereto.
Section 9.04
Form of 2045 Note. The 2045 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit D hereto.
Section 9.05
Form of 2055 Note. The 2055 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit E hereto.
Article X
ORIGINAL ISSUE AMOUNT OF NOTES
Section 10.01
Original Issue Amount of the 2030 Notes. 2030 Notes in the aggregate principal amount of €750,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver said 2030 Notes as provided in said Issuer Order.
Section 10.02
Original Issue Amount of the 2033 Notes. 2033 Notes in the aggregate principal amount of €1,150,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver said 2033 Notes as provided in said Issuer Order.
Section 10.03
Original Issue Amount of the 2038 Notes. 2038 Notes in the aggregate principal amount of €1,150,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver said 2038 Notes as provided in said Issuer Order.
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Section 10.04
Original Issue Amount of the 2045 Notes. 2045 Notes in the aggregate principal amount of €750,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver said 2045 Notes as provided in said Issuer Order.
Section 10.05
Original Issue Amount of the 2055 Notes. 2055 Notes in the aggregate principal amount of €1,200,000,000 may, upon execution of this First Supplemental Indenture, be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Issuer Order, authenticate and deliver said 2055 Notes as provided in said Issuer Order.
Article XI
PAYMENT OF ADDITIONAL AMOUNTS
Section 11.01
Payment of Additional Amounts. All payments in respect of the Notes shall be made by or on behalf of the Issuer without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Ireland or any taxing authority thereof or therein (such withholding or deduction the “Additional Amounts”), unless such withholding or deduction is required by applicable law. If such withholding or deduction is required by applicable law, the Issuer shall, subject to timely compliance by the Holders or beneficial owners of the relevant Notes with any relevant administrative requirements, pay or cause to be paid to a Holder or beneficial owner such Additional Amounts on the Notes as are necessary in order that the net payment of the principal of, and premium or redemption price, if any, and interest on, such Notes to such Holder or beneficial owner, after such withholding or deduction (including any withholding or deduction on such Additional Amounts), shall not be less than the amount provided in such Notes to be then due and payable had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(a) to any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Note has or had some connection with Ireland or any other jurisdiction, including that the Holder or beneficial owner is or has been a domiciliary, national or resident of, engages or has been engaged in a trade or business, is or has been organized under, maintains or has maintained an office, a branch subject to taxation, or a permanent establishment, or is or has been physically present in Ireland or any other jurisdiction, or otherwise has or has had some connection with Ireland or any other jurisdiction, other than solely the holding or ownership of a Note, or the collection of principal of, premium, if any, and interest on, or the enforcement of, a Note;
(b) to any present or future taxes which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Ireland or any other jurisdiction of the holder or beneficial owner of the relevant Note, if such compliance is required by a statute or regulation or administrative practice of Ireland, the other jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes;
(c) to any present or future taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Note was presented more than 30 days after the date such payment became due or was provided for, whichever is later;
(d) to any present or future taxes which are payable otherwise than by deduction or withholding on or in respect of the relevant Note;
(e) to any present or future taxes (1) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Note had been the Holder of such Note, or (2) which, if the beneficial owner of such Note had held the Note as the Holder of such Note, would have been excluded pursuant to any one or combination of clauses (a) through (d) above;
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(f) to any capital gain, estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;
(g) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantively comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof in any jurisdiction implementing an intergovernmental approach thereto;
(h) in the case of any combination of the above listed items.
Section 11.02
General. Except as specifically provided under this Article XI the Issuer shall not be required to make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
Article XII
SATISFACTION AND DISCHARGE; DEFEASANCE
Section 12.01
Satisfaction and Discharge; Defeasance.
(a) The provisions of Article XII of the Indenture shall apply to the Notes.
Article XIII
MISCELLANEOUS
Section 13.01
Ratification of Indenture. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
Section 13.02
Trustee Not Responsible for Recitals. The recitals and statements herein contained are made by the Issuer and the Parent Guarantor, and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.
Section 13.03
Governing Law. This First Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York.
Section 13.04
Separability. In case any one or more of the provisions contained in this First Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the Notes, but this First Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
Section 13.05
Counterparts. This First Supplemental Indenture, and each of the other documents executed on the date hereof in connection with this First Supplemental Indenture and the authentication and delivery of the Notes, may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this First Supplemental Indenture, such other documents and of signature pages by electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this First Supplemental Indenture and such other documents as to the parties hereto and may be used in lieu of the original First Supplemental Indenture and such other documents for all purposes. Signatures of the parties hereto transmitted by electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.
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Section 13.06
Trust Indenture Act. This First Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision in this First Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this First Supplemental Indenture as so modified or to be excluded, as the case may be.
Section 13.07
Signatures. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this First Supplemental Indenture or any document to be signed in connection with this First Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Section 13.08
Tax Treatment. The Parent Guarantor and the Issuer agree to treat the Issuer as the obligor of each series of notes for U.S. federal (and applicable state and local) income tax purposes. Furthermore, the Parent Guarantor and the Issuer shall not take an inconsistent position with such treatment on a tax return or in a tax proceeding, in either case, unless required by applicable law.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written.
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY, as Issuer | |
|---|---|
| By: | /s/ Daragh Byrne |
| Name: | Daragh Byrne |
| Title: | Director |
| BRISTOL-MYERS SQUIBB COMPANY, as Parent Guarantor | |
| By: | /s/ Sandra Ramos-Alves |
| Name: | Sandra Ramos-Alves |
| Title: | Senior Vice President and Treasurer |
| THE BANK OF NEW YORK MELLON, as Trustee | |
| By: | /s/ Michael Lee |
| Name: | Michael Lee |
| Title: | Vice President |
[Signature Page to First Supplemental Indenture]
EXHIBIT A
FORM OF 2030 NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
A-1
BMS Ireland Capital Funding Designated Activity Company
**2.973% NOTES DUE 2030**
CUSIP No. 05594K AA4
ISIN: XS3215466254
Common Code: 321546625
| No. ___ | €______ As revised by the<br><br> <br>Schedule of Increases or<br><br> <br>Decreases in Global Security<br><br> <br>attached hereto |
|---|
Interest. BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated in Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited or registered assigns, the principal sum of ___________________ (€__________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on November 10, 2030 and to pay interest thereon from November 10, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on November 10 in each year, commencing November 10, 2026, at the rate of 2.973% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the date that is the close of business (in London) on the Clearing System Business Day immediately preceding such Interest Payment Date, where “Clearing System Business Day” means a day on which Euroclear and Clearstream are open for business. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (in London) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The term “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City, London or Ireland and, for any place of payment outside of New York City, London or Ireland, in such place of payment, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
Interest on the Securities of this series shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities of this series (or November 10, 2025, if no interest has been paid on the Securities), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Payment of principal, premium, if any, and interest payments and Additional Amounts, if any, on this Security shall be made at the office or agency maintained for that purpose in London (initially the corporate trust office of the Paying Agent) or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Securities (maintained by the registrar). No service charge shall be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with such registration may be required.
A-2
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
References herein to any payment on the Securities of this series include the related payment of Additional Amounts (as described in the Indenture), as applicable.
All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of this Security shall be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
Dated: ______, 20__
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY |
|---|
| By: |
| Name: |
| Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of authentication: ____________
| THE BANK OF NEW YORK MELLON, <br><br> as Trustee | |
|---|---|
| By: | |
| Authorized Signatory |
A-4
[FORM OF REVERSE OF SECURITY]
Indenture. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2025, among the Issuer, Bristol-Myers Squibb Company (herein called the “Parent Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)), as supplemented by a First Supplemental Indenture, dated November 10, 2025 (as so supplemented, herein called the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to €750,000,000.
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of the Securities shall be payable in euros. If on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Securities shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of Securities so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Guarantee. This Security is entitled to the benefits of an unconditional and irrevocable guarantee by the Parent Guarantor for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Parent Guarantor, the Trustee and the Holders.
Optional Redemption. At the Issuer’s option, the Securities of this series may be redeemed, in whole, at any time, or in part, from time to time, prior to October 10, 2030 (one month prior to the Stated Maturity of the Securities (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption
Price”\) \(expressed as a percentage of principal amount and rounded to three decimal places\) equal to the greater of:
(a) 100% of the principal amount of the Securities being redeemed on that Redemption Date, and
(b) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Securities to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 10 basis points,
plus, in each of the cases of clauses (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
A-5
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts with respect to the Securities, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Securities at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Securities to, but excluding, the Redemption Date.
Subject to the following paragraph, once notice of redemption is sent by the Issuer, the Securities called for redemption shall become due and payable on the applicable Redemption Date at the applicable Redemption Price.
Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the date of redemption, or by the date of redemption so delayed.
For purposes of determining the Redemption Price, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Securities being redeemed (assuming that the Securities to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Securities, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of the applicable clearing system) at least 10 days, but not more than 60 days, before the Redemption Date to each registered Holder of the Securities to be redeemed. The principal amount of a Security remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
A-6
Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities or portions thereof called for redemption.
Except as set forth above, the Securities shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment, Modification and Waiver. The Indenture permits the amendment thereof and the modification and/or waiver of the rights and obligations of the Issuer and the Parent Guarantor and the rights of the Holders of the Securities in the manner and with the effect provided in the Indenture.
Restrictive Covenants. The Indenture does not limit unsecured debt of the Parent Guarantor or any of its Subsidiaries (including the Issuer).
Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and in integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Security or any document to be signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
A-7
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Date of<br><br> <br>Exchange | Amount of<br><br> <br>increase in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Amount of<br><br> <br>decrease in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Principal<br><br> <br>Amount of this<br><br> <br>Global Security<br><br> <br>following each<br><br> <br>decrease or<br><br> <br>increase | Signature of<br><br> <br>authorized<br><br> <br>signatory of<br><br> <br>Trustee |
|---|
A-8
EXHIBIT B
FORM OF 2033 NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
A-1
BMS Ireland Capital Funding Designated Activity Company
**3.363% NOTES DUE 2033**
CUSIP No. 05594K AB2
ISIN: XS3215466338
Common Code: 321546633
| No. ___ | €______ As revised by the Schedule of Increases or Decreases in Global Security attached<br> hereto |
|---|
Interest. BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated in Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited or registered assigns, the principal sum of ___________________ (€__________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on November 10, 2033 and to pay interest thereon from November 10, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on November 10 in each year, commencing November 10, 2026, at the rate of 3.363% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the date that is the close of business (in London) on the Clearing System Business Day immediately preceding such Interest Payment Date, where “Clearing System Business Day” means a day on which Euroclear and Clearstream are open for business. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (in London) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The term “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City, London or Ireland and, for any place of payment outside of New York City, London or Ireland, in such place of payment, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
Interest on the Securities of this series shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities of this series (or November 10, 2025, if no interest has been paid on the Securities), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Payment of principal, premium, if any, and interest payments and Additional Amounts, if any, on this Security shall be made at the office or agency maintained for that purpose in London (initially the corporate trust office of the Paying Agent) or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Securities (maintained by the registrar). No service charge shall be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with such registration may be required.
A-2
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
References herein to any payment on the Securities of this series include the related payment of Additional Amounts (as described in the Indenture), as applicable.
All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of this Security shall be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
Dated: ______, 20__
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY |
|---|
| By: |
| Name: |
| Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of authentication: ____________
| THE BANK OF NEW YORK MELLON, | |
|---|---|
| as Trustee | |
| By: | |
| Authorized Signatory |
A-4
[FORM OF REVERSE OF SECURITY]
Indenture. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2025, among the Issuer, Bristol-Myers Squibb Company (herein called the “Parent Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)), as supplemented by a First Supplemental Indenture, dated November 10, 2025 (as so supplemented, herein called the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to €1,150,000,000.
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of the Securities shall be payable in euros. If on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Securities shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of Securities so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Guarantee. This Security is entitled to the benefits of an unconditional and irrevocable guarantee by the Parent Guarantor for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Parent Guarantor, the Trustee and the Holders.
Optional Redemption. At the Issuer’s option, the Securities of this series may be redeemed, in whole, at any time, or in part, from time to time, prior to August 10, 2033 (three months prior to the Stated Maturity of the Securities (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption
Price”\) \(expressed as a percentage of principal amount and rounded to three decimal places\) equal to the greater of:
(a) 100% of the principal amount of the Securities being redeemed on that Redemption Date, and
(b) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Securities to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 15 basis points,
plus, in each of the cases of clauses (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
A-5
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts with respect to the Securities, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Securities at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Securities to, but excluding, the Redemption Date.
Subject to the following paragraph, once notice of redemption is sent by the Issuer, the Securities called for redemption shall become due and payable on the applicable Redemption Date at the applicable Redemption Price.
Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the date of redemption, or by the date of redemption so delayed.
For purposes of determining the Redemption Price, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Securities being redeemed (assuming that the Securities to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Securities, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of the applicable clearing system) at least 10 days, but not more than 60 days, before the Redemption Date to each registered Holder of the Securities to be redeemed. The principal amount of a Security remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
A-6
Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities or portions thereof called for redemption.
Except as set forth above, the Securities shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment, Modification and Waiver. The Indenture permits the amendment thereof and the modification and/or waiver of the rights and obligations of the Issuer and the Parent Guarantor and the rights of the Holders of the Securities in the manner and with the effect provided in the Indenture.
Restrictive Covenants. The Indenture does not limit unsecured debt of the Parent Guarantor or any of its Subsidiaries (including the Issuer).
Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and in integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Security or any document to be signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
A-7
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Date of<br><br> <br>Exchange | Amount of<br><br> <br>increase in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Amount of<br><br> <br>decrease in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Principal<br><br> <br>Amount of this<br><br> <br>Global Security<br><br> <br>following each<br><br> <br>decrease or<br><br> <br>increase | Signature of<br><br> <br>authorized<br><br> <br>signatory of<br><br> <br>Trustee |
|---|
B-8
EXHIBIT C
FORM OF 2038 NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
A-1
BMS Ireland Capital Funding Designated Activity Company
**3.857% NOTES DUE 2038**
CUSIP No. 05594K AC0
ISIN: XS3215466411
Common Code: 321546641
| No. ___ | €______ As revised by the Schedule of Increases or Decreases in Global Security attached<br> hereto |
|---|
Interest. BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated in Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited or registered assigns, the principal sum of ___________________ (€__________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on November 10, 2038 and to pay interest thereon from November 10, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on November 10 in each year, commencing November 10, 2026, at the rate of 3.857% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the date that is the close of business (in London) on the Clearing System Business Day immediately preceding such Interest Payment Date, where “Clearing System Business Day” means a day on which Euroclear and Clearstream are open for business. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (in London) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The term “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City, London or Ireland and, for any place of payment outside of New York City, London or Ireland, in such place of payment, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
Interest on the Securities of this series shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities of this series (or November 10, 2025, if no interest has been paid on the Securities), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Payment of principal, premium, if any, and interest payments and Additional Amounts, if any, on this Security shall be made at the office or agency maintained for that purpose in London (initially the corporate trust office of the Paying Agent) or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Securities (maintained by the registrar). No service charge shall be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with such registration may be required.
A-2
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
References herein to any payment on the Securities of this series include the related payment of Additional Amounts (as described in the Indenture), as applicable.
All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of this Security shall be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
Dated: ______, 20__
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY |
|---|
| By: |
| Name: |
| Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of authentication: ____________
| THE BANK OF NEW YORK MELLON, | |
|---|---|
| as Trustee | |
| By: | |
| Authorized Signatory |
A-4
[FORM OF REVERSE OF SECURITY]
Indenture. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2025, among the Issuer, Bristol-Myers Squibb Company (herein called the “Parent Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)), as supplemented by a First Supplemental Indenture, dated November 10, 2025 (as so supplemented, herein called the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to €1,150,000,000.
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of the Securities shall be payable in euros. If on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Securities shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of Securities so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Guarantee. This Security is entitled to the benefits of an unconditional and irrevocable guarantee by the Parent Guarantor for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Parent Guarantor, the Trustee and the Holders.
Optional Redemption. At the Issuer’s option, the Securities of this series may be redeemed, in whole, at any time, or in part, from time to time, prior to August 10, 2038 (three months prior to the Stated Maturity of the Securities (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption
Price”\) \(expressed as a percentage of principal amount and rounded to three decimal places\) equal to the greater of:
(a) 100% of the principal amount of the Securities being redeemed on that Redemption Date, and
(b) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Securities to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 15 basis points,
plus, in each of the cases of clauses (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
A-5
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts with respect to the Securities, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Securities at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Securities to, but excluding, the Redemption Date.
Subject to the following paragraph, once notice of redemption is sent by the Issuer, the Securities called for redemption shall become due and payable on the applicable Redemption Date at the applicable Redemption Price.
Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the date of redemption, or by the date of redemption so delayed.
For purposes of determining the Redemption Price, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Securities being redeemed (assuming that the Securities to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Securities, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of the applicable clearing system) at least 10 days, but not more than 60 days, before the Redemption Date to each registered Holder of the Securities to be redeemed. The principal amount of a Security remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
A-6
Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities or portions thereof called for redemption.
Except as set forth above, the Securities shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment, Modification and Waiver. The Indenture permits the amendment thereof and the modification and/or waiver of the rights and obligations of the Issuer and the Parent Guarantor and the rights of the Holders of the Securities in the manner and with the effect provided in the Indenture.
Restrictive Covenants. The Indenture does not limit unsecured debt of the Parent Guarantor or any of its Subsidiaries (including the Issuer).
Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and in integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Security or any document to be signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
A-7
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Date of<br><br> <br>Exchange | Amount of<br><br> <br>increase in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Amount of<br><br> <br>decrease in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Principal<br><br> <br>Amount of this<br><br> <br>Global Security<br><br> <br>following each<br><br> <br>decrease or<br><br> <br>increase | Signature of<br><br> <br>authorized<br><br> <br>signatory of<br><br> <br>Trustee |
|---|
C-8
EXHIBIT D
FORM OF 2045 NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
A-1
BMS Ireland Capital Funding Designated Activity Company
**4.289% NOTES DUE 2045**
CUSIP No. 05594K AD8
ISIN: XS3215466502
Common Code: 321546650
| No. ___ | €______ As revised by the Schedule of Increases or Decreases in Global Security attached<br> hereto |
|---|
Interest. BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated in Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited or registered assigns, the principal sum of ___________________ (€__________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on November 10, 2045 and to pay interest thereon from November 10, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on November 10 in each year, commencing November 10, 2026, at the rate of 4.289% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the date that is the close of business (in London) on the Clearing System Business Day immediately preceding such Interest Payment Date, where “Clearing System Business Day” means a day on which Euroclear and Clearstream are open for business. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (in London) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The term “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City, London or Ireland and, for any place of payment outside of New York City, London or Ireland, in such place of payment, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
Interest on the Securities of this series shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities of this series (or November 10, 2025, if no interest has been paid on the Securities), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Payment of principal, premium, if any, and interest payments and Additional Amounts, if any, on this Security shall be made at the office or agency maintained for that purpose in London (initially the corporate trust office of the Paying Agent) or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Securities (maintained by the registrar). No service charge shall be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with such registration may be required.
A-2
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
References herein to any payment on the Securities of this series include the related payment of Additional Amounts (as described in the Indenture), as applicable.
All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of this Security shall be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
Dated: ______, 20__
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY |
|---|
| By: |
| Name: |
| Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of authentication: ____________
| THE BANK OF NEW YORK MELLON, | |
|---|---|
| as Trustee | |
| By: | |
| Authorized Signatory |
A-4
[FORM OF REVERSE OF SECURITY]
Indenture. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2025, among the Issuer, Bristol-Myers Squibb Company (herein called the “Parent Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)), as supplemented by a First Supplemental Indenture, dated November 10, 2025 (as so supplemented, herein called the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to €750,000,000.
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of the Securities shall be payable in euros. If on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Securities shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of Securities so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Guarantee. This Security is entitled to the benefits of an unconditional and irrevocable guarantee by the Parent Guarantor for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Parent Guarantor, the Trustee and the Holders.
Optional Redemption. At the Issuer’s option, the Securities of this series may be redeemed, in whole, at any time, or in part, from time to time, prior to May 10, 2045 (six months prior to the Stated Maturity of the Securities (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) 100% of the principal amount of the Securities being redeemed on that Redemption Date, and
(b) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Securities to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 20 basis points,
plus, in each of the cases of clauses (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
A-5
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts with respect to the Securities, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Securities at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Securities to, but excluding, the Redemption Date.
Subject to the following paragraph, once notice of redemption is sent by the Issuer, the Securities called for redemption shall become due and payable on the applicable Redemption Date at the applicable Redemption Price.
Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the date of redemption, or by the date of redemption so delayed.
For purposes of determining the Redemption Price, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Securities being redeemed (assuming that the Securities to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Securities, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of the applicable clearing system) at least 10 days, but not more than 60 days, before the Redemption Date to each registered Holder of the Securities to be redeemed. The principal amount of a Security remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
A-6
Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities or portions thereof called for redemption.
Except as set forth above, the Securities shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment, Modification and Waiver. The Indenture permits the amendment thereof and the modification and/or waiver of the rights and obligations of the Issuer and the Parent Guarantor and the rights of the Holders of the Securities in the manner and with the effect provided in the Indenture.
Restrictive Covenants. The Indenture does not limit unsecured debt of the Parent Guarantor or any of its Subsidiaries (including the Issuer).
Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and in integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Security or any document to be signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
A-7
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Date of<br><br> <br>Exchange | Amount of<br><br> <br>increase in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Amount of<br><br> <br>decrease in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Principal<br><br> <br>Amount of this<br><br> <br>Global Security<br><br> <br>following each<br><br> <br>decrease or<br><br> <br>increase | Signature of<br><br> <br>authorized<br><br> <br>signatory of<br><br> <br>Trustee |
|---|
D-6
EXHIBIT E
FORM OF 2055 NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN INTEREST HEREIN.
A-1
BMS Ireland Capital Funding Designated Activity Company
**4.581% NOTES DUE 2055**
CUSIP No. 05594K AE6
ISIN: XS3215466767
Common Code: 321546676
| No. ___ | €______ As revised by the Schedule of Increases or Decreases in Global Security attached<br> hereto |
|---|
Interest. BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated in Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited or registered assigns, the principal sum of ___________________ (€__________), as revised by the Schedule of Increases or Decreases in Global Security attached hereto, on November 10, 2055 and to pay interest thereon from November 10, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on November 10 in each year, commencing November 10, 2026, at the rate of 4.581% per annum, until the principal hereof is paid or made available for payment.
Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Record Date for such interest, which shall be the date that is the close of business (in London) on the Clearing System Business Day immediately preceding such Interest Payment Date, where “Clearing System Business Day” means a day on which Euroclear and Clearstream are open for business. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business (in London) on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice thereof having been given to Holders of Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.
The term “Business Day” means any Monday, Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions are authorized or obligated by law or executive order to be closed in New York City, London or Ireland and, for any place of payment outside of New York City, London or Ireland, in such place of payment, and on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor thereto, operates.
Interest on the Securities of this series shall be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Securities of this series (or November 10, 2025, if no interest has been paid on the Securities), to, but excluding, the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
Payment of principal, premium, if any, and interest payments and Additional Amounts, if any, on this Security shall be made at the office or agency maintained for that purpose in London (initially the corporate trust office of the Paying Agent) or, at the Issuer’s option, by check mailed to the Holders thereof at the respective addresses set forth in the register of Holders of the Securities (maintained by the registrar). No service charge shall be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with such registration may be required.
A-2
The term “euros,” “the euro” or “€” means the currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union.
References herein to any payment on the Securities of this series include the related payment of Additional Amounts (as described in the Indenture), as applicable.
All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of this Security shall be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Authentication. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
Dated: ______, 20__
| BMS IRELAND CAPITAL FUNDING DESIGNATED ACTIVITY COMPANY |
|---|
| By: |
| Name: |
| Title: |
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
Date of authentication: ____________
| THE BANK OF NEW YORK MELLON, | |
|---|---|
| as Trustee | |
| By: | |
| Authorized Signatory |
A-4
[FORM OF REVERSE OF SECURITY]
Indenture. This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of October 31, 2025, among the Issuer, Bristol-Myers Squibb Company (herein called the “Parent Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)), as supplemented by a First Supplemental Indenture, dated November 10, 2025 (as so supplemented, herein called the “Indenture”), among the Issuer, the Parent Guarantor and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Parent Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to €1,200,000,000.
Issuance in Euros. All payments of principal, premium, if any, and interest payments and Additional Amounts, if any, in respect of the Securities shall be payable in euros. If on or after November 10, 2025, the euro is unavailable to the Issuer or the Parent Guarantor due to the imposition of exchange controls or other circumstances beyond their control or if the euro is no longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Securities shall be made in U.S. Dollars until the euro is again available to the Issuer and the Parent Guarantor or is so used. In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars on the basis of the most recently available market exchange rate for euros, as determined by the Issuer or the Parent Guarantor, as applicable, in the Issuer’s or the Parent Guarantor’s sole discretion. Any payment in respect of Securities so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Guarantee. This Security is entitled to the benefits of an unconditional and irrevocable guarantee by the Parent Guarantor for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Parent Guarantor, the Trustee and the Holders.
Optional Redemption. At the Issuer’s option, the Securities of this series may be redeemed, in whole, at any time, or in part, from time to time, prior to May 10, 2055 (six months prior to the Stated Maturity of the Securities (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) 100% of the principal amount of the Securities being redeemed on that Redemption Date, and
(b) the sum of the present values of the Remaining Scheduled Payments (not including any portion of such payment of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Securities to be redeemed matured on the Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Government Bond Rate plus 20 basis points,
plus, in each of the cases of clauses (a) and (b) above, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Notwithstanding the foregoing, installments of interest on the Securities that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable on such Interest Payment Date to the registered Holders as of close of business on the relevant Record Date immediately preceding such Interest Payment Date.
A-5
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of Ireland (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 5, 2025, the Issuer becomes or, based upon a written opinion of independent tax counsel of recognized standing selected by the Issuer, shall become obligated to pay Additional Amounts with respect to the Securities, then the Issuer may at its option, having given not less than 10 nor more than 60 days prior notice to Holders, redeem, in whole, but not in part, the Securities at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest (including any Additional Amounts) on such Securities to, but excluding, the Redemption Date.
Subject to the following paragraph, once notice of redemption is sent by the Issuer, the Securities called for redemption shall become due and payable on the applicable Redemption Date at the applicable Redemption Price.
Any notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at the Issuer’s discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of redemption was given) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the date of redemption, or by the date of redemption so delayed.
For purposes of determining the Redemption Price, the following definitions are applicable:
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by the Issuer, a German federal government bond whose maturity is closest to the maturity of the Securities being redeemed (assuming that the Securities to be redeemed matured on the applicable Par Call Date), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means, with respect to any redemption date, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Issuer.
The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no responsibility for any calculation, verification or determination in respect of the Redemption Price of any Securities, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Issuer that states such Redemption Price.
Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of the applicable clearing system) at least 10 days, but not more than 60 days, before the Redemption Date to each registered Holder of the Securities to be redeemed. The principal amount of a Security remaining outstanding after a redemption in part shall be €100,000 or an integral multiple of €1,000 in excess thereof.
A-6
Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on the Securities or portions thereof called for redemption.
Except as set forth above, the Securities shall not be redeemable by the Issuer prior to maturity and shall not be entitled to the benefit of any sinking fund.
Defaults and Remedies. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Amendment, Modification and Waiver. The Indenture permits the amendment thereof and the modification and/or waiver of the rights and obligations of the Issuer and the Parent Guarantor and the rights of the Holders of the Securities in the manner and with the effect provided in the Indenture.
Restrictive Covenants. The Indenture does not limit unsecured debt of the Parent Guarantor or any of its Subsidiaries (including the Issuer).
Denominations, Transfer and Exchange. The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 and in integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Issuer and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.
Miscellaneous. The Indenture and this Security shall be governed by and construed in accordance with the law of the State of New York.
All terms used in this Security and not defined herein shall have the meanings assigned to them in the Indenture.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Security or any document to be signed in connection with this Security shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
A-7
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
| Date of<br><br> <br>Exchange | Amount of<br><br> <br>increase in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Amount of<br><br> <br>decrease in<br><br> <br>Principal<br><br> <br>Amount of this<br><br> <br>Global Security | Principal<br><br> <br>Amount of this<br><br> <br>Global Security<br><br> <br>following each<br><br> <br>decrease or<br><br> <br>increase | Signature of<br><br> <br>authorized<br><br> <br>signatory of<br><br> <br>Trustee |
|---|
E-6
Exhibit 5.1
| 601 Lexington Avenue<br><br> <br>New York, NY 10022<br><br> <br>United States<br><br> <br><br><br> <br>+1 212 446 4800<br><br> <br><br><br> <br>www.kirkland.com | Facsimile:<br><br> <br>+1 212 446 4900 |
|---|
November 10, 2025
Bristol-Myers Squibb Company
Route 206 & Province Line Road
Princeton, New Jersey 08543
BMS Ireland Capital Funding Designated Activity Company
Plaza 254, Blanchardstown Corporate Park 2
Dublin 15,
Ireland
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel for Bristol-Myers Squibb Company, a Delaware corporation (the “Parent”), and BMS Ireland Capital Funding Designated Activity Company, a designated activity company incorporated under the laws of Ireland (the “Finance Sub” and, together with the Parent, the “Companies”), in connection with the issuance and sale by the Finance Sub of €750,000,000 aggregate principal amount of 2.973% Notes due 2030 (the “2030 Notes”), €1,150,000,000 aggregate principal amount of 3.363% Notes due 2033 (the “2033 Notes”), €1,150,000,000 aggregate principal amount of 3.857% Notes due 2038 (the “2038 Notes”), €750,000,000 aggregate principal amount of 4.289% Notes due 2045 (the “2045 Notes”) and €1,200,000,000 aggregate principal amount of 4.581% Notes due 2055 (the “2055 Notes” and, together with the 2030 Notes, the 2033 Notes, the 2038 Notes and the 2045 Notes, the “Notes”). The Notes are to be fully and unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) by the Parent. The Securities are being offered pursuant to an effective registration statement (Nos. 333-283810 and 333-283810-01) filed with the Securities and Exchange Commission (the “Commission”).
Such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The Securities are to be issued pursuant
to that certain Indenture, dated October 31, 2025 \(the “Base Indenture”\), by and among the Finance Sub, the Parent and The Bank of New York Mellon, as trustee
\(the “Trustee”\), as supplemented by the First Supplemental Indenture, dated as of the date hereof \(the “Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”\), by and among the Finance Sub, the
Parent and the Trustee. The Securities are to be sold pursuant to that certain Underwriting Agreement, dated November 5, 2025 \(the “Underwriting Agreement”\),
by and among the Finance Sub, the Parent and the several underwriters named in Schedule V thereto \(the “Underwriters”\).
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of Incorporation of the Parent, as amended through the date hereof, (ii) the Bylaws of the Parent, as amended through the date hereof, (iii) minutes and records of the corporate proceedings of the Parent with respect to the issuance and sale of the Securities, (iv) the Registration Statement and the exhibits thereto, (v) the Indenture and (vi) forms of the Notes.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, other than the Parent, and the due authorization, execution and delivery of all documents by the parties thereto, other than the Parent. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Parent and others as to factual matters.
| Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris<br> Philadelphia Riyadh Salt Lake City Shanghai Washington, D.C. |
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| Bristol-Myers Squibb Company<br><br> <br>BMS Ireland Capital Funding Designated Activity Company<br><br> <br>November 10, 2025<br><br> <br>Page 2 |
|---|
We are not licensed to practice in the Republic of Ireland (“Ireland”), and we have made no investigation of, and do not express or imply an opinion on, the laws of Ireland. We are aware of the delivery to you of the opinion of Arthur Cox LLP, legal counsel as to the laws of Ireland for the Issuer, dated as of the date hereof, which opinion is being filed as Exhibit 5.2 to a current report on Form 8-K to be filed by the Parent with the Commission on the date hereof and to be incorporated by reference into the Registration Statement. We have assumed that (i) the Finance Sub is a designated activity company duly incorporated under the laws of Ireland and has the requisite corporate capacity to issue the Notes and to enter into and perform its obligations under the Indenture and the Notes, (ii) the execution and delivery of the Indenture (including the Notes issued thereunder) will not result in any breach or violation of the laws of Ireland and (iii) the due authorization, execution and delivery of the Indenture by the Finance Sub and the due authorization of the Notes by the Finance Sub.
We assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.
We have also assumed that the execution and delivery of the Indenture and the Notes and the performance by the Issuer and the Parent of their respective obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Issuer or the Parent are bound.
Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when the Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement:
| 1. | The Notes will constitute binding obligations of the Finance Sub enforceable against the Finance Sub in accordance with their terms. |
|---|---|
| 2. | The Guarantee will constitute a binding obligation of the Parent enforceable against the Parent in accordance with its terms. |
| --- | --- |
| Bristol-Myers Squibb Company<br><br> <br>BMS Ireland Capital Funding Designated Activity Company<br><br> <br>November 10, 2025<br><br> <br>Page 3 |
|---|
We express no opinion with respect to the enforceability of: (i) consents to, or restrictions upon, judicial relief or jurisdiction or venue; (ii) waivers of rights or defenses with respect to stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iv) waivers of broadly or vaguely stated rights; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) restrictions upon non-written modifications and waivers; (xi) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; (xii) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment in another currency; (xiii) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; and (xiv) any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation). In addition, we express no opinion with respect to (i) whether acceleration of the Securities may affect the collectability of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon or (ii) compliance with laws relating to permissible rates of interest.
The enforceability opinion related to the Guarantee is further subject to the effect of rules of law that may render guarantees unenforceable under circumstances where, in the absence of an effective consent or waiver by the Parent (as to which we express no opinion herein), actions, failures to act or waivers, amendments or replacement of the Indenture or the Securities so radically change the essential nature of the terms and conditions of the guaranteed obligations and the related transactions that, in effect, a new relationship has arisen between the Trustee and the Issuer or the Parent, which is substantially and materially different from that presently contemplated by the Indenture and the Securities.
We hereby consent to the filing of this opinion as Exhibit 5.1 to a current report on Form 8-K to be filed by the Parent with the Commission on the date hereof and its incorporation by reference into the Registration Statement. We also consent to the reference to our firm under the heading “Validity of the Notes” in the prospectus supplement constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”) or the rules and regulations of the Commission.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the General Corporation Law of the State of Delaware and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We are not qualified to practice law in the State of Delaware and our opinions herein regarding Delaware law are limited solely to our review of provisions of the General Corporation Law of the State of Delaware, which we consider normally applicable to transactions of this type, without our having made any special investigation as to the applicability of another statute, law, rule or regulation. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion.
This opinion is furnished to you in connection with the filing of a current report on Form 8-K by the Parent, and its incorporation by reference into the Registration Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
| Bristol-Myers Squibb Company<br><br> <br>BMS Ireland Capital Funding Designated Activity Company<br><br> <br>November 10, 2025<br><br> <br>Page 4 |
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| Sincerely, |
| --- |
| /s/ Kirkland & Ellis LLP |
| KIRKLAND & ELLIS LLP |
Exhibit 5.2
10 November 2025
| To: | Bristol-Myers Squibb Company<br><br> <br>Route 206 & Province Line Road,<br><br> <br>Princeton, New Jersey 08543<br><br> <br><br><br> <br>BMS Ireland Capital Funding DAC<br><br> <br>Plaza 254, Blanchardstown Corporate Park 2<br><br> <br>Dublin 15,<br><br> <br>Ireland |
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| Re: | Post-Effective Amendment No. 1 to Registration Statement on Form S-3 and the issuance and sale by the Issuer of the Notes - Exhibit 5 opinion |
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Dear Sirs,
| 1. | Basis of Opinion |
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| 1.1 | We are acting as Irish counsel to BMS Ireland Capital Funding DAC, a designated activity company limited by shares, incorporated under the laws of Ireland (company registration number 785841) and having its<br> registered office at Plaza 254, Blanchardstown Corporate Park 2, Dublin 15, Ireland (the “Issuer”) in connection with the Form S-3 registration statement filed with the SEC under the U.S. Securities Act<br> of 1933, as amended (the “Securities Act”), on 13 December 2024 (the “Initial Registration Statement”) as amended by the<br> Post-Effective Amendment No. 1 (the “Post-Effective Amendment” and, together with the Initial Registration Statement as amended by the Post-Effective Amendment, the “Registration<br><br><br><br><br><br><br><br><br> Statement”) in connection with the issuance of the Notes (as defined below). |
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| 1.2 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made<br> no investigation of, and we express no opinion as to the laws of, any other jurisdiction or the effect thereof. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do<br> not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction Documents (as defined below) or the transactions contemplated thereby (the “Transaction”). |
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| 1.3 | This Opinion is also strictly confined to: |
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| (a) | the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter; |
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| (b) | the Transaction Documents (as defined below); and |
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| (c) | the Searches (as defined below). |
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We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents which may exist in relation to the Notes, other than the Transaction Documents.
| 1.4 | For the purpose of giving this Opinion, we have examined and relied on copies of the Transaction Documents sent to us by e-mail in pdf or other electronic format. |
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| 1.5 | References in this Opinion to: |
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| (a) | “Companies Act” means the Companies Act 2014 of Ireland; |
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| (b) | “CRO” means the Irish Companies Registration Office; |
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| (c) | “Guarantor” means Bristol-Myers Squibb Company, the Guarantor of the Notes; |
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| (d) | “Ireland” means Ireland exclusive of Northern Ireland and “Irish” shall be construed accordingly; |
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| (e) | “Notes” means, collectively, the €750,000,000 2.973% Notes due 2030, the €1,150,000,000 3.363% Notes due 2033, the €1,150,000,000 3.857% Notes due 2038, the €750,000,000<br> 4.289% Notes due 2045 and the €1,200,000,000 4.581% Notes due 2055 in each case issued pursuant to the Indenture; |
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| (f) | “SEC” means the United States Securities and Exchange Commission; and |
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| (g) | “Searches” means the searches listed in paragraph 1.6; |
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| (h) | “Transaction Documents” means the documents listed in Schedule 1 (Transaction Documents) hereto. |
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| 1.6 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Issuer on 7 November 2025: |
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| (a) | on the file of the Issuer maintained by the CRO for returns of allotments, special resolutions amending the memorandum and articles of association of the Issuer (the “Memorandum<br> and Articles of Association”), mortgages, debentures, or similar charges or notices thereof and notice of the appointment of directors and secretary of the Issuer and for the appointment of any receiver, examiner or liquidator; |
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| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search; |
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| (c) | in the Central Office of the High Court for any proceedings and petitions filed in respect of the Issuer; and |
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| (d) | on the register of persons disqualified or restricted from acting as directors of companies incorporated in Ireland which is maintained by the Registrar of Companies in the CRO against the names of the current<br> directors of the Issuer as identified in the search results referred to in sub-paragraph (a) above. |
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| 1.7 | This Opinion is given on the basis that our client is the Issuer. For the purposes of giving this Opinion, we have taken instructions solely from our client and from its US counsel Kirkland & Ellis LLP. |
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| 1.8 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by the courts of Ireland at the date hereof). Any addressee of this Opinion agrees, for our benefit,<br> that the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with, this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the<br> future or to advise you of any change in law, change in interpretation of law which may occur after the date of this Opinion. |
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| 2. | Opinion |
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Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Issuer is a designated activity company limited by shares, is duly incorporated and validly existing under the laws of Ireland; |
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| 2.2 | the Issuer has all requisite corporate capacity, power and authority to issue the Notes, enter into, execute, deliver and perform its obligations under the Transaction Documents and to take all action as may be<br> necessary to complete the Transaction; |
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| 2.3 | based solely on the Searches and the Director’s Certificate (as defined below), the Issuer has not taken any corporate action for its winding up, dissolution, court protection or reorganisation or for the<br> appointment of an examiner, liquidator, trustee or similar officer in respect of the Issuer or any or all of its assets, revenue or undertakings and no other party has taken any action or commenced any proceedings for the winding up,<br> dissolution, court protection or reorganisation of the Issuer or for the appointment of a receiver, liquidator, examiner, trustee or similar officer in respect of the Issuer or any or all of the Issuer’s assets, revenues or undertakings; |
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| 2.4 | the execution, delivery and performance by the Issuer of the Transaction Documents and the consummation of the Transaction: |
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| (a) | have been duly authorised by all necessary corporate action on the part of the Issuer; and |
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| (b) | do not and will not violate, conflict with or constitute a default under (i) any law, order, rule, decree, statute or regulation of Ireland or (ii) the Memorandum and Articles of Association of the Issuer; and |
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| 2.5 | the Transaction Documents have been duly executed and delivered by the Issuer. |
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| 3. | Assumptions |
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For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Prospectus Supplement and the Notes
| 3.1 | that the filing of the Prospectus Supplement (as defined below) with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law; |
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| 3.2 | that, as at the time of the issue of the Notes, such issue shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Issuer or to which the Issuer is a<br> party or otherwise bound or subject; |
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| 3.3 | that the Indenture (as defined below) will have been duly authorised, executed and delivered by the parties thereto (other than the Issuer), as applicable, and constitutes legally valid and binding obligations<br> on the parties thereto (other than the Issuer), enforceable against each of them in accordance with its terms; |
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| 3.4 | that any offer of Notes is made in compliance with the selling restrictions set forth in the Prospectus Supplement; |
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Authenticity and bona fides
| 3.5 | the truth, completeness, accuracy and authenticity of all Transaction Documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy Transaction<br> Documents and the genuineness of all signatories, stamps and seals thereon, that any signatures (electronic or otherwise) are the signatures of the persons who they purport to be, that each witness to a signature actually witnessed that<br> signature in the physical presence of the signatory, that each Transaction Document has been duly executed and delivered by all parties thereto (other than the Issuer) and that each original was executed in the manner appearing on the copy; |
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| 3.6 | where incomplete Transaction Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Transaction Documents<br> correspond in all respects with the last draft of the complete Transaction Documents submitted to us; |
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| 3.7 | that the Transaction Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be<br> observed and performed by the parties thereto; |
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| 3.8 | that the copies produced to us of minutes of meetings and/or of written resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings<br> referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona<br><br><br><br><br><br><br><br><br> fide throughout, that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof, and that such resolutions (whether passed at a meeting or by way of written resolution) have<br> not been amended or rescinded and are in full force and effect; |
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| 3.9 | that each of the Transaction Documents is up to date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Transaction Documents has been amended,<br> varied, revoked or superseded in any respect; |
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| 3.10 | that the Memorandum and Articles (as defined below) are the current memorandum and articles of association of the Issuer, are up to date and have not been amended or superseded and that there are no other terms<br> governing the Notes, other than those set out in the Memorandum and Articles of Association; |
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Accuracy of searches and warranties
| 3.11 | the accuracy and completeness of the information disclosed in the Searches and that such information has not since the time of such search or enquiry been altered. It should be noted that; |
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| (a) | the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; |
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| (b) | the position reflected by the Searches may not be fully up-to-date; and |
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| (c) | searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken<br> for the winding-up of or the appointment of a receiver or an examiner to the Issuer; |
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| 3.12 | that there has been no alteration in the status or condition of the Issuer as disclosed by the Searches; |
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| 3.13 | the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Transaction Documents; |
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Financial Assistance and Connected Transactions
| 3.14 | the Issuer is not by entering into the Indenture or performing its obligations thereunder, providing financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or<br> otherwise) made or to be made by any person of any shares in the Issuer or its holding company which would be prohibited by Section 82 of the Companies Act. In this regard, we refer you to the Director’s Certificate; |
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| 3.15 | that none of the transactions contemplated by the Indenture are prohibited by virtue of Section 239 of the Companies Act, which prohibits certain transactions between companies and their directors or persons<br> connected with their directors. In this regard, we refer you to the Director’s Certificate; and |
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Commercial Benefit
| 3.16 | that the Transaction Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest<br> and for their respective corporate benefit. |
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| 4. | Disclosure |
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This Opinion is addressed to you in connection with the Transaction. We hereby consent to the inclusion of this Opinion as an exhibit to the Form 8-K and to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under Section 7 of the Securities Act.
| 5. | No Refresher |
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This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.
Yours faithfully,
/s/ Arthur Cox LLP
________________________
ARTHUR COX LLP
SCHEDULE 1
Transaction Documents
| 1. | The €750,000,000 2.973% Notes due 2030, the €1,150,000,000 3.363% Notes due 2033, the €1,150,000,000 3.857% Notes due 2038, the €750,000,000 4.289% Notes due 2045 and the €1,200,000,000 4.581% Notes due 2055 in<br> each case issued pursuant to the Indenture (collectively, the “Notes”). |
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| 2. | A copy of the Indenture dated 31 October 2025 among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee, as supplemented by the First Supplemental Indenture dated 10 November 2025 among the<br> same parties thereto (collectively, the “Indenture”). |
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| 3. | A copy of the Post-Effective Amendment filed by the Issuer and the Guarantor with the SEC on 31 October 2025. |
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| 4. | A copy of the Prospectus Supplement filed by the Issuer with the SEC on 7 November 2025 (the “Prospectus Supplement”). |
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| 5. | A copy of the resolutions of the board of directors of the Issuer dated 29 October 2025 approving the Transaction and a copy of the resolutions of the board of directors of the Issuer dated 5 November 2025,<br> copies of which are attached the Director’s Certificate (collectively, the “Resolutions”). |
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| 6. | A copy of the up-to-date Memorandum and Articles of Association of the Issuer in the form adopted on 9 April 2025 (the “Memorandum and Articles”). |
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| 7. | A copy of the certificate of incorporation of the Issuer dated 9 April 2025 (the “Certificate of Incorporation”). |
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| 8. | A certificate of a director of the Issuer dated 10 November 2025 (the “Director’s Certificate”) attaching, among other things, copies of the Memorandum and Articles,<br> Resolutions and the Certificate of Incorporation. |
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