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BECTON DICKINSON & CO 8-K Report, Material Agreement (Jun 4, 2019)

Filed June 4, 2019For Securities:BDX

Summary

Becton, Dickinson and Company (BD) announced the issuance of €1.8 billion in new notes through its indirect wholly-owned subsidiary, Becton Finance. These notes are divided into three tranches with varying interest rates and maturity dates: €600 million of 0.174% Notes due 2021, €800 million of 0.632% Notes due 2023, and €600 million of 1.208% Notes due 2026. The notes are guaranteed by BD and are senior unsecured obligations. This issuance effectively replaces existing debt, as indicated by the company's concurrent tender offers for several older note series. The tender offers, with an initial aggregate tender cap of $1.1 billion, were upsized and priced on June 4, 2019. The company announced the early tender results on June 3, 2019, noting significant participation across most series. Notably, the offers for the 4.875% Notes, 4.685% Notes, and 3.700% Notes were oversubscribed, leading to prorated acceptance of tendered amounts. The company will not accept for purchase any of the tendered 3.734% Notes, 4.669% Notes, or 2.894% Notes, suggesting these are likely to be redeemed or remain outstanding. This strategic debt management aims to optimize the company's capital structure and reduce borrowing costs.

Key Highlights

  • 1BD's subsidiary, Becton Finance, issued €1.8 billion in new notes across three tranches with maturities in 2021, 2023, and 2026.
  • 2The new notes carry relatively low coupon rates, ranging from 0.174% to 1.208%, indicating favorable market conditions for the company's borrowing.
  • 3BD provided a full and unconditional senior unsecured guarantee for the new notes.
  • 4The company concurrently conducted tender offers to repurchase existing notes, suggesting a proactive approach to debt refinancing and capital structure optimization.
  • 5Several of the tendered older notes, including the 3.734%, 4.669%, and 2.894% Notes, will not be accepted for purchase, implying they may remain outstanding or be retired through other means.
  • 6The tender offers for the 4.875%, 4.685%, and 3.700% Notes were oversubscribed, requiring the company to accept tendered amounts on a prorated basis.
  • 7The issuance and tender offer activities indicate BD is managing its debt obligations, potentially aiming to reduce interest expenses and extend its debt maturity profile.

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