8-K: Current report filing
Published on February 11, 2021
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 the earliest event reported): February 11, 2021
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(201 ) 847-6800
(Registrant’s telephone number, including area code)
N/A
(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):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange
on Which Registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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).
|
Emerging growth company
|
|
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 ☐
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
On February 11, 2021, Becton Dickinson and Company (the “Company” or “BD”) issued $1,000,000,000 aggregate principal amount of 1.957%
Notes due February 11, 2031 (the “Notes”) in an underwritten public offering pursuant to the indenture, dated March 1, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).
The Company may redeem the Notes, in whole or in part, (A) at any time prior to November 11, 2030, at the applicable “make-whole”
redemption price described in the Indenture and the Notes, and (B) at any time on or after November 11, 2030, at 100% of the principal amount of the Notes being redeemed. In each case, the redemption price will also include accrued and unpaid
interest, if any, to, but excluding, the date of redemption.
If a Change of Control Triggering Event (as defined in the Notes) occurs with respect to the Notes, unless the Company has executed its
right to redeem such Notes as described above, the Company will be required to make an offer to each holder of outstanding Notes to repurchase all or any portion of that holder’s Notes (in integral multiples of $1,000) at a purchase price equal to
101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date.
Each of the following constitutes an event of default under the Indenture with respect to the Notes: (1) failure to pay any installment
of interest on any security of such series when due and payable, continued for 30 days; (2) failure to pay the principal when due of such series, whether at its stated maturity or otherwise; (3) failure to observe or perform any other covenants,
conditions or agreements of the Company with respect to such securities for 60 days after the Company receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization. If an event of default occurs, the principal
amount of the Notes may be accelerated pursuant to the Indenture.
The Indenture includes requirements that must be met if the Company consolidates or merges with, or sells all or substantially all of the
Company’s assets to, another entity.
The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is incorporated by
reference to Exhibit 4(a) to the Company’s Current Report on Form 8-K filed on July 31, 1997, and the Notes, the form of which is attached as Exhibit 4.1 to this Current Report on Form 8-K.
The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to repay the entire $1.0 billion
aggregate principal amount outstanding of its 3.125% Notes due 2021 (the “3.125 Notes”), and to pay accrued interest, related premiums, fees and expenses in connection therewith.
Item 8.01. Other Events.
On February 11, 2021, the Company caused to be delivered to the holders of the 3.125% Notes a notice of full redemption with respect to
the entire $1.0 billion aggregate principal amount of its 3.125% Notes. The 3.125% Notes are expected to be fully redeemed on March 13, 2021 (the “Redemption Date”) at a redemption price equal to the greater of (1) 100% of the principal amount of
such 3.125% Notes and (2) the sum of the present values of the remaining scheduled payments on the 3.125% Notes, discounted to the Redemption Date by the treasury rate less a discount in accordance with the terms of the indenture governing the
3.125% Notes, plus in each case, accrued and unpaid interest to, but excluding, the Redemption Date on the principal balance of the 3.125% Notes.
The foregoing does not constitute a notice of redemption with respect ot the 3.125% notes.
Item 9.01 Financial Statements and Exhibits.
|
Form of 1.957% Notes due February 11, 2031
|
|
|
Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company.
|
|
|
Opinion of Skadden, Arps, Slate, Meagher and Flom LLP.
|
|
|
Consent of Gary DeFazio, Senior Vice President, Corporate Secretary and Associate General Counsel of Becton, Dickinson and Company (included as part
of Exhibit 5.1).
|
|
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2).
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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, Corporate Secretary and Associate General Counsel
|
||
Date: February 11, 2021