Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 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 December 20, 2010 (the “2021
Base Indenture”), between the Company and the 2021 Note Trustee, as supplemented by that certain First Supplemental Indenture, dated as of December 20, 2010 (the 2021 Base Indenture as so supplemented, the “2021 Indenture”),
pursuant to which the Company issued its 4.400% Notes due January 15, 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 December 1, 1996, (together with the 2021 Indenture, the “Indentures”) between the Company and the 2026 Note Trustee pursuant 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
January 15, 2021 of BD and (ii) the 2026 Notes for cash and new 6.700% Notes due December 1, 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, pursuant to an Agreement and Plan of Merger that was entered into between the Company, BD and Lambda Corp. on April 23, 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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