Becton, Dickinson and Company Announces Early Tender Results

Rhea-AI Summary

Becton, Dickinson and Company (BD) announced early tender results for its cash tender offers on senior notes due 2022 and 2023, with a total maximum cap of $1.285 billion. As of August 18, 2021, $877.6 million of the 2.894% senior notes and $128.1 million of the 3.300% senior notes were tendered. The company plans to redeem any untendered 2.894% notes by September 13, 2021. The tender offers will lead to early settlements on August 20, 2021, with a prorated acceptance for certain notes exceeding their tender caps.

Positive

• Successful tender of $877.6 million in 2.894% notes and $128.1 million in 3.300% notes shows strong investor confidence.
• Early settlement for validly tendered notes scheduled for August 20, 2021.

Negative

• Prorated acceptance for 3.734% and other Maximum Tender Offer Notes due to high demand, potentially disappointing some investors.

FRANKLIN LAKES, N.J., Aug. 19, 2021 /PRNewswire/ -- Becton, Dickinson and Company (NYSE: BDX) (the "Company" or "BD") today announced the early tender results for its previously announced tender offers to purchase for cash (i) any and all of the Company's 2.894% senior notes due 2022 and 3.300% senior notes due 2023, each listed in the first table below (the "Any and All Notes"), and (ii) in the order of priority set forth in the second table below, up to the applicable Maximum Tender SubCap of each of the Company's 3.875% senior notes due 2024, 3.734% senior notes due 2024 and 3.363% senior notes due 2024, each listed in the second table below (collectively, the "Maximum Tender Offer Notes" and together with the Any and All Notes, the "Securities" and each a "series"), subject to an aggregate maximum tender cap of $1,285,000,000 (the "Aggregate Maximum Tender Cap"). The tender offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated August 5, 2021, as amended by the Company's press release dated August 10, 2021 (as so amended, the "Offer to Purchase") upsizing the Aggregate Maximum Tender Cap. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on August 18, 2021 (the "Early Tender Date"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the tender offers, the aggregate principal amount of each series of Securities set forth in the tables below under "Principal Amount Tendered at Early Tender Date" has been validly tendered and not validly withdrawn in the tender offers. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on the Early Tender Date.

Any and All Notes
Title of Security	CUSIP Number	Principal Amount Outstanding	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Early Tender Payment (1)(2)	Principal Amount Tendered at Early Tender Date	Aggregate Principal Amount Accepted for Purchase
2.894% senior notes due 2022	075887BT5	$1,535,000,000	0.125% UST due 5/31/2022	Bloomberg FIT 3 Screen	+20 bps	$30	$877,602,000	$877,602,000
3.300% senior notes due 2023	075887BK4	$293,850,000	0.125% UST due 2/28/2023	Bloomberg FIT 4 Screen	+25 bps	$30	$128,149,000	$128,149,000

 

Maximum Tender Offer Notes
Title of Security	CUSIP Number	Principal Amount Outstanding	Maximum Tender SubCap	Acceptance Priority Level	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Early Tender Payment (1)(2)	Principal Amount Tendered at Early Tender Date	Aggregate Principal Amount Accepted for Purchase
3.875% senior notes due 2024	075887BL2	$176,330,000	N/A	1	0.375% UST due 7/15/2024	Bloomberg FIT 1 Screen	+25 bps	$30	$32,719,000	32,719,000
3.734% senior notes due 2024	075887BF5	$1,375,000,000	$500,000,000	2	0.375% UST due 7/15/2024	Bloomberg FIT 1 Screen	+35 bps	$30	$688,724,000	$500,000,000
3.363% senior notes due 2024	075887BV0	$1,750,000,000	N/A	3	0.375% UST due 7/15/2024	Bloomberg FIT 1 Screen	+20 bps	$30	$1,378,486,000	$752,281,000

(1)	Per $1,000 principal amount.
(2)	The Total Consideration for Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment.

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 tables above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the tables above at 10:00 a.m., New York City time, on August 19, 2021. The "Late Tender Offer Consideration" is equal to the Total Consideration minus the Early Tender Payment. The Company expects to announce the pricing of the tender offers later today.

Only holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to the Early Tender Date are eligible to receive the Total Consideration for Securities accepted for purchase. Holders of Securities who validly tender their Securities after the Early Tender Date but prior to or at the expiration date will be eligible to receive the Late Tender Offer Consideration.  Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company makes payment for such Securities. 

The Company has satisfied the financing condition in respect of the tender offers and expects to make payment for the Any and All Notes and Maximum Tender Offer Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on August 20, 2021, which we refer to as the early settlement date.

Because the aggregate principal amount of 3.734% senior notes due 2024 tendered and not validly withdrawn would exceed the applicable Maximum Tender SubCap and the aggregate principal amount of Maximum Tender Offer Notes tendered and not validly withdrawn would exceed the Aggregate Maximum Tender Cap, the Company will not accept for purchase all such Maximum Tender Offer Notes that have been tendered. Rather, the Company will accept Maximum Tender Offer Notes of each applicable series for purchase on a prorated basis. The Company will accept all of the Any and All Notes tendered and not validly withdrawn as of the Early Tender Date. Since the tender offers for the Maximum Tender Offer Notes are fully subscribed as of the Early Tender Date, the Company does not expect it will accept any Maximum Tender Offer Notes tendered after the Early Tender Date. Any and All Notes tendered after the Early Tender Date and prior to or at the expiration date of the tender offers for the Any and All Notes will be accepted for purchase in the manner described in the Offer to Purchase.

On August 13, 2021, the Company issued notices of redemption for the Any and All Notes. The Company will redeem any Any and All Notes that are not tendered and accepted in such tender offers on September 13, 2021 in accordance with the indenture governing the Any and All Notes.

Information Relating to the Tender Offers

Barclays Capital Inc. and Citigroup Global Markets Inc. are the lead dealer managers for the tender offers. BNP Paribas Securities Corp. is the co-dealer manager for the tender offers. Investors with questions regarding the tender offers may contact Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is the tender and information agent for the tender offers and can be contacted at (866) 924-2200 (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 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 decision 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 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 (866) 924-2200 (bankers and brokers can call collect at (212) 430-3774).

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the tender offers do not constitute an offer to buy or the solicitation of an offer to sell Securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful.

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 70,000 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	Kristen M. Stewart, CFA
VP, Public Relations	SVP, Strategy & Investor Relations
858.617.2361	201.847.5378
troy.kirkpatrick@bd.com	kristen.stewart@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, the factors discussed in BD's filings with the Securities and Exchange Commission. We do 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.

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/becton-dickinson-and-company-announces-early-tender-results-301358558.html

SOURCE BD (Becton, Dickinson and Company)