8-KMaterial AgreementsFinancial EventsExhibits & Filings

BECTON DICKINSON & CO 8-K Report, Material Agreement (May 20, 2026)

Filed May 20, 2026For Securities:BDX

Summary

Becton, Dickinson and Company (BDX) has announced through its indirect wholly-owned subsidiary, Becton Dickinson Euro Finance S.à r.l., the issuance of €600 million in aggregate principal amount of 3.855% Notes due 2033. These notes are senior unsecured and fully guaranteed by BDX, providing investors with a direct credit commitment from the parent company. The primary use of proceeds from this offering is to refinance existing debt, specifically Becton Finance's 1.208% Notes due June 4, 2026. This strategic move aims to extend the company's debt maturity profile and potentially reduce interest expenses. The offering introduces several provisions for noteholders, including options for early redemption by Becton Finance under specific conditions related to interest rates and the ability to redeem at par after February 20, 2033. Importantly, the notes include provisions for additional payments in case of withholding taxes imposed by Luxembourg or the United States, and a repurchase obligation at 101% of principal if a Change of Control Triggering Event occurs. The indenture also outlines events of default and restrictive covenants typical for such debt issuances.

Key Highlights

  • 1BDX's subsidiary, Becton Finance, issued €600 million of 3.855% Notes due 2033.
  • 2The new notes are fully and unconditionally guaranteed by Becton, Dickinson and Company (BDX) on a senior unsecured basis.
  • 3Proceeds will be used to repay Becton Finance's 1.208% Notes due June 4, 2026, and associated costs.
  • 4The notes offer optional redemption features for Becton Finance, with specific terms prior to maturity.
  • 5A 'Change of Control Triggering Event' will require Becton Finance to repurchase the notes at 101% of principal plus accrued interest.
  • 6The indenture includes provisions for additional payments to cover withholding taxes from Luxembourg or the United States.
  • 7Standard events of default and restrictive covenants related to mergers, asset sales, liens, and sale-leasebacks are included.

Frequently Asked Questions

The primary purpose of this debt issuance is to refinance Becton Finance's outstanding 1.208% Notes due June 4, 2026. The net proceeds, along with cash on hand, will be used to repay this existing debt, including accrued interest and related fees and expenses.

The Becton Finance Notes are senior unsecured debt obligations of Becton Dickinson Euro Finance S.à r.l. and are fully and unconditionally guaranteed on a senior unsecured basis by Becton, Dickinson and Company (BDX), the parent company. This guarantee provides a high level of credit assurance for investors.

In the event of a 'Change of Control Triggering Event' (as defined in the indenture), Becton Finance is required to make an offer to repurchase all outstanding notes from holders at a price of 101% of the principal amount, plus any accrued and unpaid interest. This protects investors from potential adverse impacts of a significant change in the company's ownership or control.

Yes, the notes include provisions for additional payments to be made by Becton Finance or BDX to cover any necessary withholding taxes imposed by Luxembourg, the United States, or other relevant jurisdictions. This ensures that noteholders receive the net payment of principal and interest as specified in the notes, without reduction due to such taxes.