8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

BECTON DICKINSON & CO 8-K Report, Agreement Terminated (Dec 29, 2017)

Filed December 29, 2017For Securities:BDX

Summary

Becton, Dickinson and Company (BDX) has officially completed its acquisition of C. R. Bard, Inc. (Bard) on December 29, 2017. This significant event marks the culmination of the merger agreement announced earlier in the year. As a result of the merger, Bard has become a wholly-owned subsidiary of BDX. Shareholders of Bard are receiving a combination of cash and BDX common stock for each share they held. In conjunction with the closing of the acquisition, BDX has also taken steps to manage its existing debt obligations. This includes the full repayment and termination of its Five Year Credit Agreement and the completion of exchange offers for Bard's outstanding notes. These exchanges resulted in the issuance of new BDX notes and the cancellation of a substantial principal amount of Bard's debt, effectively refinancing and consolidating debt under the BDX corporate structure. A new three-year term loan of $2.25 billion was also drawn to help fund the transaction.

Key Highlights

  • 1Completion of the acquisition of C. R. Bard, Inc. (Bard) by Becton, Dickinson and Company (BDX) on December 29, 2017.
  • 2Bard is now a wholly-owned subsidiary of BDX.
  • 3Bard shareholders are receiving $222.93 in cash and 0.5077 shares of BDX common stock per Bard share.
  • 4BDX repaid in full and terminated its existing Five Year Credit Agreement.
  • 5BDX completed exchange offers for Bard's notes, issuing new BDX notes and cancelling over $1 billion in Bard's outstanding debt.
  • 6A new $2.25 billion Three-Year Term Loan was drawn to fund a portion of the acquisition.
  • 7BDX entered into a Registration Rights Agreement related to the newly issued BDX notes, requiring registration within specified timelines or incurring additional interest.

Frequently Asked Questions

The primary event reported is the completion of Becton, Dickinson and Company's (BDX) acquisition of C. R. Bard, Inc. (Bard) on December 29, 2017. This filing details the consummation of the merger agreement.

Each outstanding share of Bard common stock was converted into the right to receive $222.93 in cash and 0.5077 shares of BDX common stock.

A portion of the cash consideration for the acquisition was funded by a $2.25 billion borrowing under BDX's Three-Year Term Loan Agreement. Additionally, BDX completed exchange offers for Bard's outstanding notes, issuing new BDX notes in exchange and effectively refinancing a significant amount of Bard's debt. BDX also repaid its existing Five Year Credit Agreement in full.

BDX exchanged a substantial principal amount of Bard's notes for new BDX notes and cash. These actions resulted in the cancellation of over $1 billion in Bard's outstanding debt. The indentures for the remaining Bard notes were amended to eliminate most restrictive covenants. BDX also issued new debt under its own indenture.