BECTON, DICKINSON AND COMPANY (NYSE:BDX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-balance Sheet Arrangement of a
Registrant.
U.S. Dollar Notes Offering
On June 6, 2017, Becton Dickinson and Company (the Company or BD)
issued (i) $725,000,000 aggregate principal amount of 2.133%
Notes due June 6, 2019 (the 2019 Notes), (ii) $1,000,000,000
aggregate principal amount of 2.404% Notes due June 5, 2020 (the
2020 Notes), (iii) $1,800,000,000 aggregate principal amount of
2.894% Notes due June 6, 2022 (the 2022 Notes), (iv) $500,000,000
aggregate principal amount of Floating Rate Notes due June 6,
2022 (the 2022 Floating Rate Notes), (v) $1,750,000,000 aggregate
principal amount of 3.363% Notes due June 6, 2024 (the 2024
Notes), (vi) $2,400,000,000 aggregate principal amount of 3.700%
Notes due June 6, 2027 (the 2027 Notes) and (vii) $1,500,000,000
aggregate principal amount of 4.669% Notes due June 6, 2047 (the
2047 Notes and, together with the 2019 Notes, the 2020 Notes, the
2022 Notes, the 2022 Floating Rate Notes, the 2024 Notes and the
2027 Notes, the U.S. Notes) in an underwritten public offering to
the indenture, dated March 1, 1997, between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee (the
Indenture).
issued (i) $725,000,000 aggregate principal amount of 2.133%
Notes due June 6, 2019 (the 2019 Notes), (ii) $1,000,000,000
aggregate principal amount of 2.404% Notes due June 5, 2020 (the
2020 Notes), (iii) $1,800,000,000 aggregate principal amount of
2.894% Notes due June 6, 2022 (the 2022 Notes), (iv) $500,000,000
aggregate principal amount of Floating Rate Notes due June 6,
2022 (the 2022 Floating Rate Notes), (v) $1,750,000,000 aggregate
principal amount of 3.363% Notes due June 6, 2024 (the 2024
Notes), (vi) $2,400,000,000 aggregate principal amount of 3.700%
Notes due June 6, 2027 (the 2027 Notes) and (vii) $1,500,000,000
aggregate principal amount of 4.669% Notes due June 6, 2047 (the
2047 Notes and, together with the 2019 Notes, the 2020 Notes, the
2022 Notes, the 2022 Floating Rate Notes, the 2024 Notes and the
2027 Notes, the U.S. Notes) in an underwritten public offering to
the indenture, dated March 1, 1997, between the Company and The
Bank of New York Mellon Trust Company, N.A., as trustee (the
Indenture).
The Company may redeem the 2019 Notes and the 2020 Notes, in
whole or in part, (A) at any time prior to the date of maturity,
at the applicable make-whole redemption price described in the
Indenture and the 2019 Notes or 2020 Notes, as applicable. The
Company may redeem the 2022 Notes, in whole or in part, (A) at
any time prior to May 6, 2022, at the applicable make-whole
redemption price described in the Indenture and the 2022 Notes,
and (B) at any time on or after May 6, 2022, at 100% of the
principal amount of the 2022 Notes being redeemed. The Company
may redeem the 2024 Notes, in whole or in part, (A) at any time
prior to April 6, 2024, at the applicable make-whole redemption
price described in the Indenture and the 2024 Notes, and (B) at
any time on or after April 6, 2024, at 100% of the principal
amount of the 2024 Notes being redeemed. The Company may redeem
the 2027 Notes, in whole or in part, (A) at any time prior to
March 6, 2027, at the applicable make-whole redemption price
described in the Indenture and the 2027 Notes, and (B) at any
time on or after March 6, 2027, at 100% of the principal amount
of the 2027 Notes being redeemed. The Company may also redeem the
2047 Notes, in whole or in part, (A) at any time prior to
December 6, 2046, at the applicable make-whole redemption price
described in the Indenture and the 2047 Notes, and (B) at any
time on or after December 6, 2046, at 100% of the principal
amount of the 2047 Notes being redeemed. In each case, the
redemption price will also include accrued and unpaid interest,
if any, to, but excluding, the date of redemption. The Company
does not have the option to redeem the 2022 Floating Rate Notes,
in whole or in part, prior to maturity.
whole or in part, (A) at any time prior to the date of maturity,
at the applicable make-whole redemption price described in the
Indenture and the 2019 Notes or 2020 Notes, as applicable. The
Company may redeem the 2022 Notes, in whole or in part, (A) at
any time prior to May 6, 2022, at the applicable make-whole
redemption price described in the Indenture and the 2022 Notes,
and (B) at any time on or after May 6, 2022, at 100% of the
principal amount of the 2022 Notes being redeemed. The Company
may redeem the 2024 Notes, in whole or in part, (A) at any time
prior to April 6, 2024, at the applicable make-whole redemption
price described in the Indenture and the 2024 Notes, and (B) at
any time on or after April 6, 2024, at 100% of the principal
amount of the 2024 Notes being redeemed. The Company may redeem
the 2027 Notes, in whole or in part, (A) at any time prior to
March 6, 2027, at the applicable make-whole redemption price
described in the Indenture and the 2027 Notes, and (B) at any
time on or after March 6, 2027, at 100% of the principal amount
of the 2027 Notes being redeemed. The Company may also redeem the
2047 Notes, in whole or in part, (A) at any time prior to
December 6, 2046, at the applicable make-whole redemption price
described in the Indenture and the 2047 Notes, and (B) at any
time on or after December 6, 2046, at 100% of the principal
amount of the 2047 Notes being redeemed. In each case, the
redemption price will also include accrued and unpaid interest,
if any, to, but excluding, the date of redemption. The Company
does not have the option to redeem the 2022 Floating Rate Notes,
in whole or in part, prior to maturity.
Upon the occurrence of a Change of Control Triggering Event (as
defined in the U.S. Notes) with respect to each series of U.S.
Notes, each holder of outstanding U.S. Notes of the applicable
series will have the right to require the Company to purchase all
or a portion of that holders U.S. Notes (in integral multiples of
$1,000) at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of
purchase, subject to the rights of holders of such U.S. Notes on
the relevant record date to receive interest due on the relevant
interest payment date, unless the Company has earlier exercised
its right to redeem the applicable series of U.S. Notes as
described above or redeemed the U.S. Notes as described below.
defined in the U.S. Notes) with respect to each series of U.S.
Notes, each holder of outstanding U.S. Notes of the applicable
series will have the right to require the Company to purchase all
or a portion of that holders U.S. Notes (in integral multiples of
$1,000) at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of
purchase, subject to the rights of holders of such U.S. Notes on
the relevant record date to receive interest due on the relevant
interest payment date, unless the Company has earlier exercised
its right to redeem the applicable series of U.S. Notes as
described above or redeemed the U.S. Notes as described below.
If (i) the Companys previously announced acquisition (the Bard
Acquisition) of C. R. Bard, Inc. (Bard) is not consummated on
or prior to April 23, 2018 or (ii) prior to such date, the
agreement and plan of merger governing the Bard Acquisition is
terminated, the 2020 Notes, the 2022 Notes, the 2022 Floating
Rate Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes
will be redeemed in whole at a special mandatory redemption
price equal to 101% of the aggregate principal amount of such
notes, plus accrued and unpaid interest, if any, to, but
excluding, the date of redemption.
Acquisition) of C. R. Bard, Inc. (Bard) is not consummated on
or prior to April 23, 2018 or (ii) prior to such date, the
agreement and plan of merger governing the Bard Acquisition is
terminated, the 2020 Notes, the 2022 Notes, the 2022 Floating
Rate Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes
will be redeemed in whole at a special mandatory redemption
price equal to 101% of the aggregate principal amount of such
notes, plus accrued and unpaid interest, if any, to, but
excluding, the date of redemption.
Each of the following constitutes an event of default under the
Indenture with respect to any series of U.S. Notes: (1) failure
to pay any installment of interest on any security of such
series when due and payable, continued for 30 days; (2) failure
to pay the principal when due of such series, whether at its
stated maturity or otherwise; (3) failure to observe or perform
any other covenants, conditions or agreements of the Company
with respect to such securities for 60 days after the Company
receives notice of such failure; or (4) certain events of
bankruptcy, insolvency or reorganization. If an event of
default occurs, the principal amount of the U.S. Notes may be
accelerated to the Indenture.
Indenture with respect to any series of U.S. Notes: (1) failure
to pay any installment of interest on any security of such
series when due and payable, continued for 30 days; (2) failure
to pay the principal when due of such series, whether at its
stated maturity or otherwise; (3) failure to observe or perform
any other covenants, conditions or agreements of the Company
with respect to such securities for 60 days after the Company
receives notice of such failure; or (4) certain events of
bankruptcy, insolvency or reorganization. If an event of
default occurs, the principal amount of the U.S. Notes may be
accelerated to the Indenture.
The Indenture includes requirements that must be met if the
Company consolidates or merges with, or sells all or
substantially all of the Companys assets to, another entity.
Company consolidates or merges with, or sells all or
substantially all of the Companys assets to, another entity.
The foregoing summary is qualified in its entirety by reference
to the text of the Indenture, a copy of which is incorporated
by reference to Exhibit 4(a) to the Companys Current Report on
Form 8-K filed on July 31, 1997, and the U.S. Notes, forms of
each series of which are attached as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5, 4.6 and 4.7 to this Current Report on Form 8-K.
to the text of the Indenture, a copy of which is incorporated
by reference to Exhibit 4(a) to the Companys Current Report on
Form 8-K filed on July 31, 1997, and the U.S. Notes, forms of
each series of which are attached as Exhibits 4.1, 4.2, 4.3,
4.4, 4.5, 4.6 and 4.7 to this Current Report on Form 8-K.
Euro-denominated Notes Offering
On June 6, 2017, the Company issued 700,000,000 aggregate
principal amount of 0.368% Notes due June 6, 2019 (the Euro
Notes) in an underwritten public offering to the Indenture. An
application will be made to list the Euro Notes on the New York
Stock Exchange.
principal amount of 0.368% Notes due June 6, 2019 (the Euro
Notes) in an underwritten public offering to the Indenture. An
application will be made to list the Euro Notes on the New York
Stock Exchange.
Except as described in the following pargraph, the Company may
not redeem the Euro Notes prior to maturity.
not redeem the Euro Notes prior to maturity.
If, as a result of any change in, or amendment to, the tax laws
of the United States or the official interpretation thereof,
the Company becomes or, based upon a written opinion of
independent counsel selected by the Company, will become
obligated to pay additional amounts with respect to the Euro
Notes, the Company may at any time at its option redeem, in
whole, but not in part, the Euro Notes at 100% of the principal
amount plus accrued and unpaid interest, if any, to, but
excluding, the date of redemption.
of the United States or the official interpretation thereof,
the Company becomes or, based upon a written opinion of
independent counsel selected by the Company, will become
obligated to pay additional amounts with respect to the Euro
Notes, the Company may at any time at its option redeem, in
whole, but not in part, the Euro Notes at 100% of the principal
amount plus accrued and unpaid interest, if any, to, but
excluding, the date of redemption.
Upon the occurrence of a Change of Control Triggering Event (as
defined in the Euro Notes), each holder of outstanding Euro
Notes will have the right to require the Company to purchase
all or a portion of that holders Euro Notes (in integral
multiples of 1,000) at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase, subject to the rights of holders
of Euro Notes on the relevant record date to receive interest
due on the relevant interest payment date.
defined in the Euro Notes), each holder of outstanding Euro
Notes will have the right to require the Company to purchase
all or a portion of that holders Euro Notes (in integral
multiples of 1,000) at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase, subject to the rights of holders
of Euro Notes on the relevant record date to receive interest
due on the relevant interest payment date.
Each of the following constitutes an event of default under
the Indenture with respect to the Euro Notes: (1) failure to
pay any installment of interest on the Euro Notes when due
and payable, continued for 30 days; (2) failure to pay the
principal when due of the Euro Notes, whether at stated
maturity or otherwise; (3) failure to observe or perform any
other covenants, conditions or agreements of the Company with
respect to the Euro Notes for 60 days after the Company
receives notice of such failure; or (4) certain events of
bankruptcy, insolvency or reorganization. If an event of
default occurs, the principal amount of the Euro Notes may be
accelerated to the Indenture.
the Indenture with respect to the Euro Notes: (1) failure to
pay any installment of interest on the Euro Notes when due
and payable, continued for 30 days; (2) failure to pay the
principal when due of the Euro Notes, whether at stated
maturity or otherwise; (3) failure to observe or perform any
other covenants, conditions or agreements of the Company with
respect to the Euro Notes for 60 days after the Company
receives notice of such failure; or (4) certain events of
bankruptcy, insolvency or reorganization. If an event of
default occurs, the principal amount of the Euro Notes may be
accelerated to the Indenture.
The Indenture includes requirements that must be met if the
Company consolidates or merges with, or sells all or
substantially all of the Companys assets to, another entity.
Company consolidates or merges with, or sells all or
substantially all of the Companys assets to, another entity.
The foregoing summary is qualified in its entirety by
reference to the text of the Indenture, a copy of which is
incorporated by reference to Exhibit 4(a) to the Companys
Current Report on Form 8-K filed on July 31, 1997, and the
Euro Notes, forms of which are attached as Exhibit 4.8 to
this Current Report on Form 8-K.
reference to the text of the Indenture, a copy of which is
incorporated by reference to Exhibit 4(a) to the Companys
Current Report on Form 8-K filed on July 31, 1997, and the
Euro Notes, forms of which are attached as Exhibit 4.8 to
this Current Report on Form 8-K.
Item 8.01 Other Events.
On June 5, 2017, the Company announced it extended the
expiration date of its previously announced offers to
exchange any and all of the outstanding $500.0 million
aggregate principal amount of Bards 4.400% Notes due 2021,
$500.0 million aggregate principal amount of Bards 3.000%
Notes due 2026 and $149.82 million aggregate principal amount
of Bards 6.700% Notes due 2026. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
expiration date of its previously announced offers to
exchange any and all of the outstanding $500.0 million
aggregate principal amount of Bards 4.400% Notes due 2021,
$500.0 million aggregate principal amount of Bards 3.000%
Notes due 2026 and $149.82 million aggregate principal amount
of Bards 6.700% Notes due 2026. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
FORWARD-LOOKING STATEMENTS
This communication contains certain estimates and other
forward-looking statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward looking statements
generally are accompanied by words such as will, expect,
outlook, anticipate, intend, plan, believe, seek, see, will,
would, target or other similar words, phrases or expressions
and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to
different degrees, uncertain, such as statements regarding
BDs proposed acquisition of Bard, statements relating to the
closing of the Bard exchange offer, and other statements that
are not historical facts. These statements are based on the
current expectations of BD and Bard management and are not
predictions of actual performance.
forward-looking statements within the meaning of the federal
securities laws, including Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward looking statements
generally are accompanied by words such as will, expect,
outlook, anticipate, intend, plan, believe, seek, see, will,
would, target or other similar words, phrases or expressions
and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to
different degrees, uncertain, such as statements regarding
BDs proposed acquisition of Bard, statements relating to the
closing of the Bard exchange offer, and other statements that
are not historical facts. These statements are based on the
current expectations of BD and Bard management and are not
predictions of actual performance.
These statements are subject to a number of risks and
uncertainties regarding BD and Bards respective businesses
and the proposed acquisition, and actual results may differ
materially. These risks and uncertainties include, but are
not limited to, (i) the ability of the parties to
successfully complete the proposed acquisition on anticipated
terms and timing, (ii) the ability of BD to consummate the
Bard exchange offer on a timely basis and (iii) other factors
discussed in BDs and Bards respective filings with the
Securities and Exchange Commission.
uncertainties regarding BD and Bards respective businesses
and the proposed acquisition, and actual results may differ
materially. These risks and uncertainties include, but are
not limited to, (i) the ability of the parties to
successfully complete the proposed acquisition on anticipated
terms and timing, (ii) the ability of BD to consummate the
Bard exchange offer on a timely basis and (iii) other factors
discussed in BDs and Bards respective filings with the
Securities and Exchange Commission.
The forward-looking statements in this document speak only
as of date of this document. BD and Bard undertake no
obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof,
except as required by applicable laws or regulations.
as of date of this document. BD and Bard undertake no
obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof,
except as required by applicable laws or regulations.
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed transaction, on May 23,
2017, BD filed with the Securities and Exchange Commission
a registration statement on Form S-4 that constitutes a
prospectus of BD and includes a preliminary proxy statement
of Bard. The registration statement has not yet become
effective. After the registration statement has been
declared effective by the Securities and Exchange
Commission, the definitive proxy statement/prospectus will
be delivered to shareholders of Bard. BD and Bard also plan
to file other relevant documents with the Securities and
Exchange Commission regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IF AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the definitive
proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by BD and
Bard with the Securities and Exchange Commission at the
Securities and Exchange Commissions website at www.sec.gov.
In addition, you will be able to obtain free copies of
these documents by phone, e-mail or written request by
contacting the investor relations department of BD or Bard
at the following:
2017, BD filed with the Securities and Exchange Commission
a registration statement on Form S-4 that constitutes a
prospectus of BD and includes a preliminary proxy statement
of Bard. The registration statement has not yet become
effective. After the registration statement has been
declared effective by the Securities and Exchange
Commission, the definitive proxy statement/prospectus will
be delivered to shareholders of Bard. BD and Bard also plan
to file other relevant documents with the Securities and
Exchange Commission regarding the proposed transaction.
INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IF AND WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You may obtain a free copy of the definitive
proxy statement/prospectus (if and when it becomes
available) and other relevant documents filed by BD and
Bard with the Securities and Exchange Commission at the
Securities and Exchange Commissions website at www.sec.gov.
In addition, you will be able to obtain free copies of
these documents by phone, e-mail or written request by
contacting the investor relations department of BD or Bard
at the following:
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Becton, Dickinson and Company
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C.R. Bard, Inc.
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1 Becton Drive
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730 Central Avenue
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Franklin Lakes, New Jersey 07417
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Murray Hill, New Jersey 07974
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Attn: Investor Relations
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Attn: Investor Relations
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1-(800)-284-6845
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1-(800)-367-2273
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PARTICIPANTS IN THE SOLICITATION
BD and Bard and their respective directors and executive
officers and other members of management and employees may
be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about
BDs directors and executive officers is available in BDs
proxy statement dated December 15, 2016, for its 2017
Annual Meeting of Shareholders. Information about Bards
directors and executive officers is available in Bards
proxy statement dated March 15, 2017, for its 2017 Annual
Meeting of Stockholders. Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be
filed with the Securities and Exchange Commission regarding
the acquisition when they become available. Investors
should read the definitive proxy statement/prospectus
carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies
of these documents from BD or Bard as indicated above.
officers and other members of management and employees may
be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information about
BDs directors and executive officers is available in BDs
proxy statement dated December 15, 2016, for its 2017
Annual Meeting of Shareholders. Information about Bards
directors and executive officers is available in Bards
proxy statement dated March 15, 2017, for its 2017 Annual
Meeting of Stockholders. Other information regarding the
participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be
filed with the Securities and Exchange Commission regarding
the acquisition when they become available. Investors
should read the definitive proxy statement/prospectus
carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies
of these documents from BD or Bard as indicated above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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4.1
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Form of 2.133% Notes due June 6, 2019.
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4.2
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Form of 2.404% Notes due June 5, 2020.
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4.3
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Form of 2.894% Notes due June 6, 2022.
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4.4
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Form of Floating Rate Notes due June 6, 2022.
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4.5
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Form of 3.363% Notes due June 6, 2024.
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4.6
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Form of 3.700% Notes due June 6, 2027.
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4.7
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Form of 4.669% Notes due June 6, 2047.
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4.8
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Form of 0.368% Notes due June 6, 2019.
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5.1
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Opinion of Gary DeFazio, Senior Vice President,
Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (U.S. Notes). |
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5.2
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Opinion of Gary DeFazio, Senior Vice President,
Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (Euro Notes). |
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5.3
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Opinion of Skadden, Arps, Slate, Meagher and Flom
LLP (U.S. Notes). |
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5.4
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Opinion of Skadden, Arps, Slate, Meagher and Flom
LLP (Euro Notes). |
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23.1
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Consent of Gary DeFazio, Senior Vice President,
Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (included as part of Exhibits 5.1 and 5.2). |
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23.2
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Consent of Skadden, Arps, Slate, Meagher Flom LLP
(included as part of Exhibits 5.3 and 5.4). |
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99.1
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Press release of Becton, Dickinson and Company
dated June 5, 2017. |
About BECTON, DICKINSON AND COMPANY (NYSE:BDX)
Becton, Dickinson and Company (BD) is a global medical technology company engaged in the development, manufacture and sale of a range of medical supplies, devices, laboratory equipment and diagnostic products. The Company operates through two segments: BD Medical and BD Life Sciences. The BD Medical segment produces an array of medical technologies and devices that are used to help improve healthcare delivery in a range of settings. BD Medical consists of various business units, including diabetes care, medication and procedural solutions, medication management solutions and pharmaceutical systems. The BD Life Sciences segment provides products for the safe collection and transport of diagnostics specimens, and instruments and reagent systems to detect a range of infectious diseases, healthcare-associated infections and cancers. The Company’s BD Life Sciences segment consists of various business units, including preanalytical systems, diagnostic systems and biosciences.