Becton Dickinson Reports Material Definitive Agreement

TL;DR

BD just signed a new deal, watch their debt!

AI Summary

On June 4, 2024, Becton, Dickinson and Company (BD) entered into a material definitive agreement related to its financial obligations. The company reported on the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates Becton Dickinson has entered into new financial commitments, which could impact its balance sheet and future financial flexibility.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce new risks related to debt servicing and financial covenants.

Key Players & Entities

• Becton, Dickinson and Company (company) — Filer
• BD (company) — Abbreviation for Becton, Dickinson and Company
• June 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 B — ich Registered Common stock, par value $1.00 BDX New York Stock Exchange 1.900% No
• $600,000,000 — Underwriters (the "BD USD Offering") of $600,000,000 aggregate principal amount of 5.081% No

Filing Documents

• ny20030306x14_8k.htm (8-K) — 77KB
• ny20030306x14_ex1-1.htm (EX-1.1) — 199KB
• ny20030306x14_ex1-2.htm (EX-1.2) — 227KB
• ny20030306x14_ex1-3.htm (EX-1.3) — 142KB
• ny20030306x14_ex4-1.htm (EX-4.1) — 84KB
• ny20030306x14_ex4-2.htm (EX-4.2) — 156KB
• ny20030306x14_ex4-3.htm (EX-4.3) — 53KB
• ny20030306x14_ex4-4.htm (EX-4.4) — 60KB
• ny20030306x14_ex5-1.htm (EX-5.1) — 15KB
• ny20030306x14_ex5-2.htm (EX-5.2) — 57KB
• ny20030306x14_ex5-3.htm (EX-5.3) — 13KB
• ny20030306x14_ex5-4.htm (EX-5.4) — 127KB
• ny20030306x14_ex5-5.htm (EX-5.5) — 46KB
• ny20030306x14_ex5-6.htm (EX-5.6) — 15KB
• ny20030306x14_ex5-7.htm (EX-5.7) — 48KB
• ny20030306x14ex5-2_image01.jpg (GRAPHIC) — 4KB
• ny20030306x14ex5-4_image01.jpg (GRAPHIC) — 11KB
• ny20030306x14ex5-5_image01.jpg (GRAPHIC) — 4KB
• ny20030306x14ex5-7_image01.jpg (GRAPHIC) — 5KB
• 0001140361-24-029309.txt ( ) — 1823KB
• bdx-20240604.xsd (EX-101.SCH) — 5KB
• bdx-20240604_def.xml (EX-101.DEF) — 19KB
• bdx-20240604_lab.xml (EX-101.LAB) — 30KB
• bdx-20240604_pre.xml (EX-101.PRE) — 22KB
• ny20030306x14_8k_htm.xml (XML) — 12KB

01

Item 1.01. Entry into Material Definitive Agreement. The information set forth below with respect to the Becton Finance Offering and the Becton Finance Fifth Supplemental Indenture, each as defined below, is incorporated by reference into this Item 1.01.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. Euro-denominated Notes Offering On June 4, 2024, Becton, Dickinson and Company ("BD") entered into an underwriting agreement (the "BD Euro Underwriting Agreement") with Citigroup Global Markets Limited, Barclays Bank PLC, BNP Paribas, J.P. Morgan Securities plc and Wells Fargo Securities International Limited, as representatives of the underwriters named therein (the "BD Euro Underwriters"), in connection with the offer and sale by BD to the BD Euro Underwriters (the "BD Euro Offering") of 1,000,000,000 aggregate principal amount of 3.828% Notes due 2032 (the "BD Euro Notes"). On June 7, 2024, BD issued the BD Euro Notes pursuant to the indenture, dated March 1, 1997, between BD and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"). BD expects to use the net proceeds from the BD Euro Offering, together with proceeds from the Becton Finance Offering and the BD USD Offering (each as defined below), borrowings under its commercial paper program and cash on hand, (i) to fund the cash consideration payable by BD for the acquisition (the "Acquisition") of the Critical Care business of Edwards Lifesciences Corporation ("Seller Parent") and its subsidiaries by BD and/or certain of its subsidiaries, (ii) to pay fees and expenses in respect of the foregoing, and (iii) for general corporate purposes. The BD Euro Offering is not conditioned upon the consummation of the Acquisition, and there can be no assurance that the Acquisition will be consummated. BD may, at its option, redeem the BD Euro Notes, in whole or in part, at any time and from time to time prior to March 7, 2032 (three months prior to the maturity date of the BD Euro Notes), at a redemption price equal to the greater of (1) 100% of the principal amount of the BD Euro Notes to be redeemed and (2) the sum of the present values of the remaining scheduled

Financial Statements and Exhibits

Financial Statements and Exhibits. 1.1 Underwriting Agreement, dated June 4, 2024, by and among Becton, Dickinson and Company and Citigroup Global Markets Limited, Barclays Bank PLC, BNP Paribas, J.P. Morgan Securities plc and Wells Fargo Securities International Limited and the underwriters named therein. 1.2 Underwriting Agreement, dated June 4, 2024, by and among Becton Dickinson Euro Finance S. r.l., Becton, Dickinson and Company and Citigroup Global Markets Limited, Barclays Bank PLC, BNP Paribas, J.P. Morgan Securities plc and Wells Fargo Securities International Limited and the other underwriters named therein. 1.3 Underwriting Agreement, dated June 4, 2024, by and among Becton, Dickinson and Company and Citigroup Global Markets Inc., Barclays Capital Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Wells Fargo Securities, as representatives of the underwriters named therein. 4.1 Form of 3.828% Notes due June 7, 2032 of Becton, Dickinson and Company. 4.2 Fifth Supplemental Indenture, dated as of June 7, 2024, among Becton Dickinson Euro Finance S. r.l., as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.3 Form of 4.029% Notes due June 7, 2036 of Becton Dickinson Euro Finance S. r.l. 4.4 Form of 5.081% Notes due June 7, 2029 of Becton, Dickinson and Company. 5.1 Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company, relating to the BD Euro Notes. 5.2 Opinion of Wachtell, Lipton, Rosen, & Katz, relating to the BD Euro Notes. 5.3 Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company, relating to the Becton Finance Notes. 5.4 Opinion of Loyens & Loeff Luxembourg S. r.l. relating to the Becton Finance Notes. 5.5 Opinion of Wachtell, Lipton, Rosen, & Katz, relating to the Becton

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BECTON, DICKINSON AND COMPANY (Registrant) By: /s/ Gary DeFazio Gary DeFazio Senior Vice President and Corporate Secretary Date: June 7, 2024 -6-

View Full Filing

View this 8-K filing on SEC EDGAR