FRANKLIN
LAKES, N.J., Aug. 8, 2022
/PRNewswire/ -- Becton, Dickinson and Company (NYSE: BDX) (the
"Company" or "BD") today announced that it has commenced tender
offers to purchase for cash the debt securities issued by the
Company listed in the table below (collectively, the "Securities"
and each a "series").
Up to an Aggregate
Offer Cap of $500,000,000 Aggregate Principal Amount of
the Outstanding Debt Securities Listed Below and each Offer SubCap
Listed Below
|
|
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Offer
SubCap
|
Acceptance
Priority
Level(1)
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment (2)(3)
|
3.794%
Senior
Notes due
2050
|
075887CK3
|
$750,000,000
|
$175,000,000
|
1
|
2.250% U.S.
Treasury
Notes due
2/15/2052
|
FIT1
|
+145 bps
|
$30
|
7.000%
Senior
Debentures
due 2027
|
075887AN9
|
$168,000,000
|
N/A
|
2
|
2.750% U.S.
Treasury
Notes due
7/31/2027
|
FIT1
|
+105 bps
|
$30
|
6.700%
Senior
Debentures
due 2028
|
075887AQ2
|
$167,050,000
|
N/A
|
3
|
2.750% U.S.
Treasury
Notes due
7/31/2027
|
FIT1
|
+115 bps
|
$30
|
6.000%
Senior
Notes
due 2039
|
075887AV1
|
$250,000,000
|
N/A
|
4
|
3.250% U.S.
Treasury
Notes due
5/15/2042
|
FIT1
|
+130 bps
|
$30
|
5.000%
Senior
Notes
due 2040
|
075887AX7
|
$124,984,000
|
N/A
|
5
|
3.250% U.S.
Treasury
Notes due
5/15/2042
|
FIT1
|
+135 bps
|
$30
|
4.685%
Senior
Notes
due 2044
|
075887BG3
|
$1,024,998,000
|
$325,000,000
|
6
|
3.250% U.S.
Treasury
Notes due
5/15/2042
|
FIT1
|
+130 bps
|
$30
|
4.669%
Senior
Notes
due 2047
|
075887BX6
|
$1,500,000,000
|
N/A
|
7
|
2.250% U.S.
Treasury
Notes due
2/15/2052
|
FIT1
|
+155 bps
|
$30
|
|
|
(1)
|
Subject to the
Aggregate Offer Cap (as defined below), Offer SubCap (as defined
below), if any, and proration if applicable, the principal amount
of each series of Securities that is purchased in the tender offers
will be determined in accordance with the applicable Acceptance
Priority Level (as defined below and in numerical priority order)
specified in this column.
|
(2)
|
Per $1,000 principal
amount of Securities validly tendered prior to or at the Early
Tender Date (as defined below) and accepted for
purchase.
|
(3)
|
The Total Consideration
(as defined below) for each series of Securities validly tendered
prior to or at the Early Tender Date and accepted for purchase is
calculated using the applicable Fixed Spread and is inclusive of
the applicable Early Tender Payment (as defined below). The Total
Consideration for each series of Securities does not include the
applicable Accrued Interest (as defined below), which will be
payable in addition to the applicable Total
Consideration.
|
Subject to the terms and conditions set forth in the offer to
purchase, dated August 8,
2022 (as it may be amended or supplemented from time to time,
the "Offer to Purchase"), the Company is offering to purchase for
cash up to $500,000,000 aggregate
principal amount (which, subject to applicable law, may be
increased in the Company's sole discretion, the "Aggregate Offer
Cap") of its (i) 3.794% Senior Notes due 2050, (ii) 7.000% Senior
Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv)
6.000% Senior Notes due 2039, (v) 5.000% Senior Notes due 2040,
(vi) 4.685% Senior Notes due 2044 and (vii) 4.669% Senior Notes due
2047, in the order of priority set forth in the table above (each,
an "Acceptance Priority Level"), subject to an aggregate principal
amount of each series of Securities that does not exceed the
applicable Offer SubCap, if any, set forth in the table above
(each, an "Offer SubCap") (collectively, the "Tender Offers");
provided that the Company will only accept for purchase up to an
aggregate principal amount of all series of Securities that does
not exceed the Aggregate Offer Cap. The Company reserves the right,
but is under no obligation, to increase the Aggregate Offer Cap
and/or any of the Offer SubCaps at any time, subject to applicable
law. The Company refers investors to the Offer to Purchase for the
complete terms and conditions of the Tender Offers.
The Tender Offers will expire at 11:59
p.m., New York City time,
on September 2, 2022, or any other
date and time to which the Company extends the applicable Tender
Offer (such date and time, as it may be extended with respect to a
Tender Offer, the applicable "Expiration Date"), unless earlier
terminated. Holders of Securities must validly tender and not
validly withdraw their Securities prior to or at 5:00 p.m., New York
City time, on August 19, 2022
(such date and time, as it may be extended with respect to a Tender
Offer, the "Early Tender Date"), to be eligible to receive the
applicable Total Consideration (as defined below), which is
inclusive of an amount in cash equal to the applicable amount set
forth in the table above under the heading "Early Tender Payment"
(the "Early Tender Payment"), plus Accrued Interest. If a holder
validly tenders Securities after the applicable Early Tender Date
but prior to or at the applicable Expiration Date, the holder will
only be eligible to receive the applicable Late Tender Offer
Consideration (as defined below) plus Accrued Interest.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable fixed spread for such Securities specified in the table
above plus the applicable yield based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above as displayed on the applicable page on the Bloomberg Bond
Trader FIT1 page at 10:00 a.m.,
New York City time, on
August 22, 2022. The "Late Tender
Offer Consideration" is equal to the Total Consideration minus the
Early Tender Payment.
The Tender Offers will expire on the applicable Expiration Date.
Except as set forth below, payment for the Securities that are
validly tendered prior to or at the Expiration Date will be made on
a date promptly following the Expiration Date, which is currently
anticipated to be September 7, 2022,
the second business day after the Expiration Date. The Company
reserves the right, in its sole discretion, to make payment for
Securities that are validly tendered prior to or at the Early
Tender Date and that are accepted for purchase on an earlier
settlement date, which, if applicable, is currently anticipated to
be August 23, 2022, provided that the
conditions to the satisfaction of the applicable Tender Offer are
satisfied.
Holders will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date of each Tender Offer ("Accrued
Interest").
Tendered Securities may be validly withdrawn prior to or at, but
not after, 5:00 p.m., New York City time, on August 19, 2022.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions, including a financing condition, which are
specified in the Offer to Purchase. The Tender Offers are not
conditioned upon the tender of any minimum principal amount of the
Securities.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. Citigroup Global Markets Inc. and Wells Fargo Securities,
LLC are the lead dealer managers for the Tender Offers. Academy
Securities, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC are
co-dealer managers for the Tender Offers. Investors with questions
regarding the Tender Offers may contact Citigroup Global Markets
Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or
Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704)
410-4759 (collect) or by email at
liabilitymanagement@wellsfargo.com. Global Bondholder Services
Corporation is the tender and information agent for the Tender
Offers and can be contacted at (855) 654-2014 (toll-free) or (212)
430-3774 (collect).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any series of Securities is making
any recommendation as to whether holders should tender any
Securities in response to any of the Tender Offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation. Holders must make their own decisions as
to whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
The full details of the Tender Offers, including complete
instructions on how to tender Securities, are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they will contain important information. The Offer
to Purchase may be downloaded from Global Bondholder Services
Corporation's website at www.gbsc-usa.com/BectonDickinson or
obtained from Global Bondholder Services Corporation, free of
charge, by calling toll-free at (855) 654-2014 (bankers and
brokers can call collect at (212) 430-3774).
About BD
BD is one of the largest global medical technology companies in
the world and is advancing the world of health by improving medical
discovery, diagnostics and the delivery of care. The company
supports the heroes on the frontlines of health care by developing
innovative technology, services and solutions that help advance
both clinical therapy for patients and clinical process for health
care providers. BD and its 75,000 employees have a passion and
commitment to help enhance the safety and efficiency of clinicians'
care delivery process, enable laboratory scientists to accurately
detect disease and advance researchers' capabilities to develop the
next generation of diagnostics and therapeutics. BD has a presence
in virtually every country and partners with organizations around
the world to address some of the most challenging global health
issues. By working in close collaboration with customers, BD can
help enhance outcomes, lower costs, increase efficiencies, improve
safety and expand access to health care.
Contacts:
|
|
Media:
|
Investors:
|
Troy Kirkpatrick
|
Francesca
DeMartino
|
VP, Public
Relations
|
SVP, Head of Investor
Relations
|
858.617.2361
|
201.847.5743
|
troy.kirkpatrick@bd.com
|
francesca.demartino@bd.com
|
Forward-Looking Statements
This press release contains certain estimates and other
forward-looking statements (as defined under federal securities
laws) regarding BD's performance, including in relation to the
consummation of the Tender Offers. All such statements are based
upon current expectations of BD and involve a number of business
risks and uncertainties. Actual results could vary materially from
anticipated results described, implied or projected in any
forward-looking statement. With respect to forward-looking
statements contained herein, a number of factors could cause actual
results to vary materially. These factors include, but are not
limited to: risks relating to the satisfaction of the conditions to
the Tender Offers, including satisfaction of the financing
condition, as well as other factors discussed in BD's filings with
the Securities and Exchange Commission. BD does not intend to
update any forward-looking statements to reflect events or
circumstances after the date hereof, except as required by
applicable laws or regulations.
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SOURCE BD (Becton, Dickinson and Company)