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): August 22, 2022
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
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001-4802
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22-0760120
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1 Becton Drive
Franklin Lakes, New Jersey
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07417-1880
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(Address of principal executive offices)
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(Zip Code)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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Name of Each Exchange
on Which Registered
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Common stock, par value $1.00
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BDX
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New York Stock Exchange
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Depositary Shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B
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BDXB
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New York Stock Exchange
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1.000% Notes due December 15, 2022
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BDX22A
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New York Stock Exchange
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1.900% Notes due December 15, 2026
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BDX26
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New York Stock Exchange
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1.401% Notes due May 24, 2023
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BDX23A
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New York Stock Exchange
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3.020% Notes due May 24, 2025
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BDX25
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New York Stock Exchange
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0.632% Notes due June 4, 2023
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BDX/23A
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New York Stock Exchange
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1.208% Notes due June 4, 2026
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BDX/26A
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New York Stock Exchange
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1.213% Notes due February 12, 2036
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BDX/36
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New York Stock Exchange
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0.000% Notes due August 13, 2023
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BDX23B
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New York Stock Exchange
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0.034% Notes due August 13, 2025
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BDX25A
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New York Stock Exchange
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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).
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 8.01. Other Events
On August 22, 2022, Becton, Dickinson and Company (the “Company”) announced the early tender results for its previously announced tender
offers (collectively, the “Tender Offers”) to purchase for cash, subject to prioritized acceptance levels, series-specific aggregate principal amount caps, if any (the “Offer SubCaps”), and proration if applicable, up to $500,000,000 aggregate
principal amount (the “Aggregate Offer Cap”) of its (i) 3.794% Senior Notes due 2050 (the “3.794% Senior Notes”), (ii) 7.000% Senior Debentures due 2027 (the “7.000% Senior Debentures”), (iii) 6.700% Senior Debentures due 2028 (the “6.700% Senior
Debentures”), (iv) 6.000% Senior Notes due 2039 (the “6.000% Senior Notes”), (v) 5.000% Senior Notes due 2040 (the “5.000% Senior Notes”), (vi) 4.685% Senior Notes due 2044 (the “4.685% Senior Notes”) and (vii) 4.669% Senior Notes due 2047 (the
“4.669% Senior Notes” and, together with the 3.794% Senior Notes, 7.000% Senior Debentures, 6.700% Senior Debentures, 6.000% Senior Notes, 5.000% Senior Notes and 4.685% Senior Notes, the “Securities”), and the exercise of its previously disclosed
right to amend the Tender Offers to increase the Offer SubCap applicable to the 3.794% Senior Notes.
On August 22, 2022, the Company also announced the pricing for the Tender Offers. The Tender Offers are being made pursuant to the offer to
purchase, dated August 8, 2022, as amended and supplemented by the Company’s press release on August 22, 2022 (as so amended, the “Offer to Purchase”) announcing the upsizing of the Offer SubCap applicable to the 3.794% Senior Notes, which sets forth
the terms and conditions of the Tender Offers.
In order to receive the Early Tender Payment (as defined in the Offer to Purchase) for tendering early, holders of Securities must have
validly tendered and not validly withdrawn their Securities by 5:00 p.m., New York City time, on August 19, 2022 (the “Early Tender Date”). At the Early Tender Date, holders had tendered and not validly withdrawn $343,738,000 of the $750,000,000
aggregate principal amount of outstanding 3.794% Senior Notes, $51,946,000 of the $168,000,000 aggregate principal amount of outstanding 7.000% Senior Debentures, $54,689,000 of the $167,050,000 aggregate principal amount of outstanding 6.700% Senior
Debentures, $127,144,000 of the $250,000,000 aggregate principal amount of outstanding 6.000% Senior Notes, $34,106,000 of the $124,984,000 aggregate principal amount of outstanding 5.000% Senior Notes, $344,466,000 of the $1,024,998,000 aggregate
principal amount of outstanding 4.685% Senior Notes and $485,103,000 of the $1,500,000,000 aggregate principal amount of outstanding 4.669% Senior Notes. Because the aggregate principal amount of 3.794% Senior Notes validly tendered and not validly
withdrawn prior to or at the Early Tender Date exceeds the applicable Offer SubCap and the aggregate principal amount of Securities validly tendered and not validly withdrawn prior to or at the Early Tender Date exceeds the Aggregate Offer Cap, the
Company will accept for purchase the 3.794% Senior Notes and the 4.685% Senior Notes on a prorated basis.
Furnished as Exhibits 99.1 and 99.2 and incorporated herein by reference are copies of the press releases announcing the early tender
results and upsizing of the Offer SubCap applicable to the 3.794% Senior Notes and the pricing of the Tender Offers, respectively.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
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Press Release, dated August 22, 2022, announcing the early tender results and upsizing of offer subcap.
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Press Release, dated August 22, 2022, announcing the pricing of the tender offers.
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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 Company 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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Date: August 22, 2022
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By:
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/s/ Gary DeFazio
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Name:
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Gary DeFazio
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Title:
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Senior Vice President and Corporate Secretary
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