8-K: Current report filing
Published on April 2, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 2, 2020 (March 27, 2020 )
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on Which Registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Introduction
Becton, Dickinson and Company, a New Jersey corporation (“BD”), is submitting this report with respect to certain financing activities it has taken in the wake of the
COVID-19 pandemic. As is discussed more specifically below, these include securing an aggregate $1.9 billion of unsecured term loan funding and a $381 million increase in the borrowing capacity under our revolving credit facility. While BD
believes it had sufficient liquidity prior to taking these actions to fund its operations and meet its obligations, BD has taken these steps as a precautionary measure to preserve its financial flexibility in light of the uncertainty in the
global markets resulting from the COVID-19 pandemic.
Term Loan Facility
As previously disclosed, on March 20, 2020, BD entered into a $1.4 billion senior unsecured term loan agreement (the “Term Loan Agreement”) with Wells Fargo Bank,
National Association, as administrative agent, and the lenders named therein.
On March 27, 2020, BD entered into an amendment to the Term Loan Agreement (the “First Amendment”), which increased the borrowing capacity under the Term Loan Agreement
from $1.4 billion to $2.0 billion, and from which we drew additional term loans in an aggregate principal amount of $300 million. On March 31, 2020, BD entered into a joinder agreement (the “Joinder Agreement”), pursuant to which we drew
additional term loans under the Term Loan Agreement in an aggregate principal amount of $200 million. As a result, the total amount of term loans outstanding under the Term Loan Agreement was $1.9 billion as of the date of this Current Report.
The term loans repaid cannot be reborrowed. The terms of the commitments made pursuant to the First Amendment and the Joinder Agreement are identical to the terms of
the existing commitments under the Term Loan Agreement.
Certain of the lenders under the Term Loan Agreement and their related entities have provided, and may in the future provide, commercial and investment banking or other
financial services to BD and its businesses for which they have received, and may in the future receive, customary compensation and expense reimbursement.
The foregoing descriptions of the First Amendment and the Joinder Agreement are only summaries, do not purport to be complete and are qualified in their entirety by
reference to the First Amendment and the Joinder Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report and are incorporated herein by reference.
Revolving Credit Facility
As previously disclosed, on May 12, 2017, BD entered into a $2.25 billion unsecured revolving credit agreement (the “Revolving Credit Agreement”) with Citibank, N.A.,
as administrative agent, and the lenders named in the Revolving Credit Agreement.
On April 1, 2020, BD entered into a Commitment Increase Supplement to Credit Agreement (the “Commitment Increase Supplement”), pursuant to which the revolving credit
commitments under the Revolving Credit Agreement were increased by an aggregate principal amount of $381 million. After giving effect to the Commitment Increase Supplement, the total revolving credit commitments under the Revolving Credit
Agreement is $2.63 billion.
The terms of the commitments made pursuant to the Commitment Increase Supplement are identical to the terms of the existing commitments under the Revolving Credit
Agreement.
Certain of the lenders under the Revolving Credit Agreement and their related entities have provided, and may in the future provide, commercial and investment banking
or other financial services to BD and its businesses for which they have received, and may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the Commitment Increase Supplement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the
Commitment Increase Supplement, which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth above under Item 1.01 of this Current Report is hereby incorporated by reference into this Item 2.03.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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No.
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Description
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First Amendment to 364-Day Term Loan Agreement and Joinder Agreement, dated as of March 27, 2020, among Becton, Dickinson and Company, the banks named therein
and Wells Fargo Bank, National Association, as administrative agent
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Joinder Agreement, dated as of March 31, 2020, among Becton, Dickinson and Company, the bank named therein and Wells Fargo Bank, National Association, as
administrative agent
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Commitment Increase Supplement to Credit Agreement, dated as of April 1, 2020, among Becton, Dickinson and Company, the banks named therein and Citibank, N.A.,
as administrative agent
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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BECTON, DICKINSON AND COMPANY
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(Registrant)
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By:
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/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President and Corporate Secretary
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Date: April 2, 2020
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