8-KFinancial EventsOther EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Financial Obligation (Jun 6, 2017)

Filed June 6, 2017For Securities:BDX

Summary

Becton Dickinson & Co. (BDX) filed an 8-K on June 5, 2017, primarily detailing the issuance of substantial amounts of U.S. Dollar and Euro-denominated notes. The company raised approximately $8.3 billion and €700 million through various tranches of notes with maturities ranging from 2019 to 2047. This significant debt issuance is likely related to the financing of its previously announced acquisition of C. R. Bard, Inc. (Bard), which was also mentioned in the filing. Investors should note the varied interest rates and maturity dates across these debt instruments, as well as the specific redemption provisions and event-of-default clauses outlined. Furthermore, the filing announced an extension of the expiration date for exchange offers concerning outstanding Bard notes. This signals ongoing efforts to manage existing debt and potentially integrate the financial structures of both companies. The 8-K also includes important information for investors regarding the Bard acquisition, directing them to review the Form S-4 registration statement and future filings for comprehensive details on the transaction and potential shareholder implications.

Key Highlights

  • 1Becton Dickinson (BDX) issued approximately $8.3 billion in U.S. Dollar notes with maturities ranging from 2019 to 2047.
  • 2The company also issued €700 million in Euro-denominated notes due in 2019.
  • 3These debt issuances are likely supporting the financing of the acquisition of C. R. Bard, Inc. (Bard).
  • 4The filing details specific redemption terms for the new notes, including 'make-whole' provisions and special mandatory redemption tied to the Bard acquisition's consummation.
  • 5A Change of Control Triggering Event could allow noteholders to require BDX to purchase their notes at a premium.
  • 6BDX extended the expiration date for its exchange offers on outstanding C.R. Bard notes.
  • 7The company is preparing to file definitive proxy statements/prospectuses related to the Bard acquisition, urging investors to review these documents.

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