Becton, Dickinson and Company Announces Final Results of Exchange Offers

FRANKLIN LAKES, N.J., April 23, 2015 /PRNewswire/ -- Becton, Dickinson and Company (NYSE: BDX) ("BD") announced today the final results of its previously announced offers to exchange all validly tendered and accepted notes of each series listed in the table below (collectively, the "Existing Notes") previously issued by CareFusion Corporation, a wholly owned subsidiary of BD, for new notes to be issued by BD (collectively, the "New Notes"), and the related solicitation of consents to amend the indentures governing the Existing Notes.  A Registration Statement on Form S-4 (File No. 333-203013) (the "Registration Statement") relating to the issuance of the New Notes was filed with the Securities and Exchange Commission ("SEC") on March 26, 2015, as amended by Amendment No. 1 to Form S-4, filed with the SEC on April 9, 2015, and Amendment No. 2 to Form S-4, filed with the SEC on April 21, 2015, and was declared effective by the SEC on April 22, 2015. 

As of the Expiration Date, 11:59 p.m., New York City time, on April 22, 2015, the aggregate principal amounts listed in the table below of each series of Existing Notes had been validly tendered and not validly withdrawn in connection with the exchange offers and consent solicitations (the "Exchange Offers").  The final settlement of the Exchange Offers is expected to take place on or about April 24, 2015.


Series of Existing Notes to be Exchanged

Tenders and Consents
Received as of the Expiration

Percentage of Total
Outstanding Principal
Amount of such Series of Existing Notes

1.450% Senior Notes due
May 15, 2017



6.375% Senior Notes due
August 1, 2019



3.300% Senior Notes due
March 1, 2023



3.875% Senior Notes due
May 15, 2024



4.875% Senior Notes due
May 15, 2044



The Exchange Offers were made pursuant to the terms and conditions set forth in BD's prospectus, dated as of April 22, 2015 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal") that contain a more complete description of the terms and conditions of the Exchange Offers. 

The dealer managers for the Exchange Offers were:

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attention: Liability Management Group

Toll-Free: (800) 828-3182

Collect: (212) 357-0215

J.P. Morgan Securities LLC

383 Madison Avenue

New York. New York 10179

Attention: Liability Management Group

Collect: (212) 834-4811

Toll-Free: (866) 834-4666

The exchange agent and information agent for the Exchange Offers was:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Krystal Scrudato
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (866) 416-0576

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers were made only pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials.   

Kristen Cardillo
Corporate Communications
(858) 617-2317

Monique N. Dolecki
Investor Relations
(201) 847-5378

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SOURCE BD (Becton, Dickinson and Company)