8-KMaterial AgreementsFinancial EventsOther Events+1

BECTON DICKINSON & CO 8-K Report, Material Agreement (Feb 12, 2021)

Filed February 12, 2021For Securities:BDX

Summary

Becton Dickinson & Co. (BDX) announced the issuance of €600,000,000 aggregate principal amount of 1.213% Notes due February 12, 2036. These notes are issued by its indirect, wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l. ("Becton Finance") and are fully and unconditionally guaranteed by BDX on a senior unsecured basis. The company intends to use the proceeds from this offering, along with cash on hand, to repay its outstanding €600,000,000 aggregate principal amount of 0.174% Notes due 2021. This refinancing activity signals proactive debt management by BDX. The new notes carry a higher interest rate compared to the maturing notes, reflecting the prevailing interest rate environment. The redemption of the existing notes is scheduled for March 14, 2021. The filing also details terms related to redemption, potential tax implications requiring additional payments, and provisions for a change of control, providing transparency on the new debt instrument's structure and associated risks.

Key Highlights

  • 1BDX subsidiary Becton Finance issued €600 million in 1.213% Notes due 2036.
  • 2BDX provides a full and unconditional senior unsecured guarantee for the new notes.
  • 3Proceeds will be used to redeem the entire €600 million outstanding 0.174% Notes due 2021.
  • 4The redemption of the 0.174% Notes is expected to occur on March 14, 2021.
  • 5The new notes offer redemption options for Becton Finance, including a 'make-whole' provision before maturity and a standard redemption closer to maturity.
  • 6The indenture includes provisions for additional payments to noteholders in case of tax withholding by Luxembourg or the U.S.
  • 7A 'Change of Control Triggering Event' allows noteholders to require Becton Finance to repurchase the notes at 101% of the principal amount.

Frequently Asked Questions