Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
On May 20, 2020, Becton Dickinson and Company (the "Company" or "BD") issued
(i) $750,000,000 aggregate principal amount of 2.823% Notes due May 20, 2030
(the "2030 Notes") and (ii) $750,000,000 aggregate principal amount of 3.794%
Notes due May 20, 2050 (the "2050 Notes" and, together with the 2030 Notes, 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 2030 Notes, in whole or in part, (A) at any time
prior to February 20, 2030, at the applicable "make-whole" redemption price
described in the Indenture and the 2030 Notes, and (B) at any time on or after
February 20, 2030, at 100% of the principal amount of the 2030 Notes being
redeemed. The Company may redeem the 2050 Notes, in whole or in part, (A) at any
time prior to November 20, 2049, at the applicable "make-whole" redemption price
described in the Indenture and the 2050 Notes, and (B) at any time on or after
November 20, 2049, at 100% of the principal amount of the 2050 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 each series of 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, unless the Company has earlier exercised its right to redeem the
applicable series of Notes as described above or below.
Each of the following constitutes an event of default under the Indenture with
respect to either series of 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 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,
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,
forms of each series of which are attached as Exhibits 4.1 and 4.2 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
4.1 Form of 2.823% Notes due May 20, 2030.
4.2 Form of 3.794% Notes due May 20, 2050.
5.1 Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and
Associate General Counsel of Becton, Dickinson and Company.
5.2 Opinion of Skadden, Arps, Slate, Meagher and Flom LLP.
23.1 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).
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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