8-KOther EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Corporate Update (Nov 8, 2011)

Filed November 8, 2011For Securities:BDX

Summary

Becton, Dickinson and Company (BDX) announced on November 3, 2011, that it entered into an underwriting agreement to issue and sell a significant amount of debt. Specifically, the company is issuing $500.0 million in aggregate principal amount of 1.750% notes due November 8, 2016, and $1,000.0 million in aggregate principal amount of 3.125% notes due November 8, 2021, for a total of $1.5 billion in new debt. This offering was conducted under the company's existing shelf registration statement, indicating a well-established process for raising capital. This action suggests BDX is likely seeking to finance ongoing operations, potential acquisitions, or refinance existing debt with these new, longer-term obligations. Investors should monitor the use of proceeds and the impact on the company's leverage ratios.

Key Highlights

  • 1BDX entered into an underwriting agreement on November 3, 2011, for the issuance of new debt.
  • 2The company is issuing $500.0 million of 1.750% notes due November 8, 2016.
  • 3The company is also issuing $1,000.0 million of 3.125% notes due November 8, 2021.
  • 4The total aggregate principal amount of the notes issued is $1.5 billion.
  • 5The offering was made under the company's existing automatic shelf registration statement filed on Form S-3.
  • 6The notes were issued pursuant to an indenture dated March 1, 1997, with The Bank of New York Mellon Trust Company, N.A. as trustee.
  • 7Goldman Sachs & Co. and Morgan Stanley & Co. LLC acted as representatives for the underwriters.

Frequently Asked Questions

This Form 8-K filing announces a material event for Becton, Dickinson and Company (BDX): the execution of an underwriting agreement for the issuance of $1.5 billion in new notes.

BDX is issuing $500 million of 1.750% notes due November 8, 2016, and $1 billion of 3.125% notes due November 8, 2021. These are being referred to as the 'Notes'.

The notes are being offered and sold under BDX's automatic shelf registration statement (Form S-3) filed on May 8, 2009. This allows the company to efficiently issue new securities as needed without the need for a new registration statement for each offering.

Issuing $1.5 billion in debt suggests BDX is likely using the capital for significant corporate purposes such as funding acquisitions, capital expenditures, refinancing existing debt, or supporting general corporate operations. Investors should consider the impact on the company's debt levels and interest expense.