C. R. Bard, Inc. (NYSE:BCR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On May18, 2017, C. R. Bard, Inc. (the Company) entered into that
certain (i)Fourth Supplemental Indenture (the Fourth Supplemental
Indenture) with Wells Fargo Bank, National Association, a
Delaware banking corporation, as trustee (the 2021 Note Trustee)
in respect of the Indenture, dated as of December20, 2010 (the
2021 Base Indenture), between the Company and the 2021 Note
Trustee, as supplemented by that certain First Supplemental
Indenture, dated as of December20, 2010 (the 2021 Base Indenture
as so supplemented, the 2021 Indenture), to which the Company
issued its 4.400% Notes due January15, 2021 (the 2021 Notes), and
(ii)First Supplemental Indenture (the First Supplemental
Indenture and together with the Fourth Supplemental Indenture,
the Supplemental Indentures) with The Bank of New York Mellon
Trust Company, N.A., a national banking association, as trustee
(the 2026 Note Trustee and together with the 2021 Note Trustee,
the Trustees) in respect of the Indenture, dated as of December1,
1996, (together with the 2021 Indenture, the Indentures) between
the Company and the 2026 Note Trustee to which the Company issued
its 6.700% Notes due 2026 (the 2026 Notes and together with the
2021 Notes, the Notes).
The Supplemental Indentures were executed by the Company and the
Trustees respectively, in connection with the previously
announced offers by Becton, Dickinson and Company, a New Jersey
corporation (BD), to exchange (i)the 2021 Notes for cash and new
4.400% Notes due January15, 2021 of BD and (ii)the 2026 Notes for
cash and new 6.700% Notes due December1, 2026 of BD (the BD
Exchange Offers). Each Supplemental Indenture became valid and
binding upon execution; however, the Amendments (as defined
below) contained therein to the terms of the Indentures will
become effective only upon the date of the settlement of the BD
Exchange Offer (the Settlement Date) with respect to such Notes.
The Settlement Date is conditioned upon, among other things, the
closing of a merger between the Company and Lambda Corp., a New
Jersey corporation and wholly-owned subsidiary of BD, to an
Agreement and Plan of Merger that was entered into between the
Company, BD and Lambda Corp. on April23, 2017 (the Bard
Acquisition), which condition cannot be waived by BD. The
Settlement Date for each series of the Notes is currently
expected to occur on the closing date of the Bard Acquisition.
Subject to the occurrence of the Settlement Date with respect to
the applicable series of Notes, the Supplemental Indentures will,
solely with respect to such Notes, (i)eliminate substantially all
of the restrictive covenants in the applicable Indenture and
(ii)limit the reporting covenant in the applicable indenture so
that Bard is only required to comply with the reporting
requirements under the Trust Indenture Act (collectively, the
Amendments).
The summaries of the Supplemental Indentures do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Supplemental Indentures, which are attached to
this Current Report on Form 8-K as Exhibits 4.1 and 4.2,
respectively, and are incorporated by reference into this Item
1.01.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. See Exhibit Index. |
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About C. R. Bard, Inc. (NYSE:BCR)
C. R. Bard, Inc. (Bard) is engaged in designing, manufacturing, packaging, distribution and sale of medical, surgical, diagnostic and patient care devices. The Company operates through the manufacture and sale of medical devices segment. It sells a range of products to hospitals, individual healthcare professionals, extended care facilities and alternate site facilities on a global basis. Its vascular products cover a range of minimally invasive devices for the treatment of peripheral vascular disease and end-stage renal disease. Its urology products include basic urology drainage products, fecal and urinary continence products, urological specialty products and Targeted Temperature Management products. Its oncology products cover a range of devices used in the treatment and management of various cancers, and other diseases and disorders. Its surgical specialty products include implanted patches and fixation devices for hernia and soft tissue repairs. C. R. Bard, Inc. (NYSE:BCR) Recent Trading Information
C. R. Bard, Inc. (NYSE:BCR) closed its last trading session up +1.37 at 308.63 with 1,062,318 shares trading hands.