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.

Frequently Asked Questions

The primary purpose of the substantial U.S. Dollar and Euro-denominated note issuances appears to be the financing of Becton Dickinson's (BDX) previously announced acquisition of C. R. Bard, Inc. (Bard).

The debt includes various series with different coupon rates and maturity dates (2019-2047 for USD notes, 2019 for Euro notes). Key conditions include 'make-whole' redemption options for BDX, mandatory redemption if the Bard acquisition is not completed by a certain date, and provisions for noteholders to sell notes back to BDX (at 101% of principal) in the event of a Change of Control Triggering Event.

The extension of the exchange offer for Bard notes indicates that BDX is actively managing the debt associated with C.R. Bard and is continuing its efforts to integrate the two companies. This suggests the acquisition process is still in progress and may involve significant financial restructuring.

Investors are urged to review Becton Dickinson's (BDX) registration statement on Form S-4 and any subsequent filings with the SEC, including the definitive proxy statement/prospectus for Bard shareholders, which will contain important details about the transaction.