8-KOther EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Corporate Update (May 8, 2017)

Filed May 8, 2017For Securities:BDX

Summary

Becton, Dickinson and Company (BD) filed an 8-K on May 8, 2017, detailing the progress and financial aspects of its proposed acquisition of C. R. Bard, Inc. The filing includes audited financial statements for C. R. Bard for fiscal years 2016, 2015, and 2014, as well as unaudited condensed financial statements for the first quarters of 2017 and 2016. This provides investors with critical historical financial data of the target company. Furthermore, BD has initiated offers to exchange outstanding Bard notes for new BD notes and cash, amounting to up to $1.15 billion. This move, coupled with soliciting consents to amend Bard's debt indentures to remove restrictive covenants, signals active steps toward integrating Bard's financial structure post-acquisition. Investors should pay close attention to the pro forma financial information which illustrates the combined entity's expected financial position.

Key Highlights

  • 1BD is progressing with its acquisition of C. R. Bard, Inc., having entered into a Merger Agreement.
  • 2The 8-K filing includes crucial financial statements for C. R. Bard: audited statements for 2014-2016 and unaudited statements for Q1 2016 and Q1 2017.
  • 3BD has launched tender offers to exchange Bard's existing notes ($500 million 4.400% due 2021, $500 million 3.000% due 2026, and $149.82 million 6.700% due 2026) for new BD notes and cash.
  • 4The exchange offers are accompanied by consent solicitations to amend Bard's debt indentures, aiming to eliminate restrictive covenants and simplify reporting requirements.
  • 5Unaudited pro forma condensed combined financial information for BD, reflecting the transaction's impact, is also filed for the six months ended March 31, 2017, and fiscal year ended September 30, 2016.
  • 6The total value of new notes and cash offered in the exchange is up to $1.15 billion.
  • 7The filing incorporates by reference a press release from BD dated May 5, 2017.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with important financial information related to Becton, Dickinson and Company's (BD) proposed acquisition of C. R. Bard, Inc. It includes historical financial statements of C. R. Bard, pro forma combined financial information, and details about BD's offers to exchange Bard's outstanding debt.

The filing provides the audited consolidated financial statements of C. R. Bard for the fiscal years ended December 31, 2016, 2015, and 2014. It also includes the unaudited consolidated condensed financial statements for the three-month periods ended March 31, 2017, and 2016.

BD has commenced offers to exchange all outstanding notes of C. R. Bard, totaling approximately $1.15 billion in principal, for new notes issued by BD and cash. These offers are part of the acquisition process and are accompanied by requests for consent to amend the indentures governing Bard's notes. The goal of these amendments is to eliminate restrictive covenants and simplify reporting obligations, facilitating the integration of Bard's debt into BD's capital structure.

The unaudited pro forma condensed combined financial information reflects the projected financial position and performance of BD after giving effect to the acquisition of C. R. Bard and related financing transactions. This allows investors to better understand the potential financial impact of the merger on the combined company.