Item 1.01. Entry into a Material Definitive Agreement
Notes Offering
On February 12, 2021, Becton Dickinson Euro Finance S.à r.l., a private limited
liability company (société à responsabilité limitée) incorporated under the laws
of the Grand Duchy of Luxembourg ("Becton Finance") and an indirect,
wholly-owned subsidiary of Becton, Dickinson and Company ("BD"), issued
€600,000,000 aggregate principal amount of its 1.213% Notes due February 12,
2036 ( the "Notes") in an underwritten public offering.
Indenture and Supplemental Indenture
The Notes were issued pursuant to the indenture, dated May 17, 2019, among
Becton Finance, as issuer, BD, as guarantor, and The Bank of New York Mellon
Trust Company, N.A., as trustee (the "Base Indenture"), as amended and
supplemented by the Second Supplemental Indenture thereto, dated as of February
12, 2021 (the "Second Supplemental Indenture" and, together with the Base
Indenture, the "Indenture").
The Notes are fully and unconditionally guaranteed on a senior unsecured basis
by BD.
Becton Finance may, at its option, redeem the Notes, in whole or in part, (A) at
any time prior to November 12, 2035 (three months prior to the maturity date),
at a redemption price equal to the greater of 100% of the principal amount to be
redeemed and a "make-whole" amount described in the Second Supplemental
Indenture, in each case plus accrued and unpaid interest, if any, to but
excluding the date of redemption, and (B) at any time on or after November 12,
2035 (three months prior to the maturity date), at a redemption price equal to
100% of the principal amount of Notes to be redeemed, plus accrued and unpaid
interest to the date of redemption on the principal balance of the Notes being
redeemed.
Becton Finance will, subject to certain exceptions and limitations set forth in
the Second Supplemental Indenture, pay as additional interest on the Notes such
additional amounts as are necessary in order that the net payment by Becton
Finance of the principal of and interest on each of the Notes to a holder after
withholding or deduction solely with respect to any present or future tax,
assessment or other governmental charge imposed by Luxembourg, the United
States, or any other jurisdiction in which Becton Finance or BD or, in each
case, any successor thereof, may be organized, as applicable, or any political
subdivision thereof or therein having the power to tax (a "Taxing
Jurisdiction"), will not be less than the amount provided in the Notes to be
then due and payable. If, as a result of any change in, or amendment to, the tax
laws of a Taxing Jurisdiction, or an official interpretation thereof, Becton
Finance becomes or, based upon a written opinion of independent counsel selected
by Becton Finance, will become obligated to pay additional amounts with respect
to the Notes, Becton Finance may at any time at its option redeem, in whole, but
not in part, the Notes at 100% of the principal amount plus accrued and unpaid
interest, if any, to, but excluding, the date of redemption.
Upon the occurrence of a Change of Control Triggering Event (as defined in the
Second Supplemental Indenture), each holder of the Notes will have the right to
require Becton Finance to repurchase all or a 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, but excluding, 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 Becton Finance has earlier exercised its right to redeem the Notes as
described above.
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 the
Notes when due and payable, continued for 30 days; (2) failure to pay the
principal when due of the Notes, whether at stated maturity or otherwise; (3)
failure to observe or perform any other covenants, conditions or agreements of
Becton Finance or BD with respect to the Notes for 60 days after Becton Finance
receives notice of such failure; (4) certain events of bankruptcy, insolvency or
reorganization of Becton Finance or BD; or (5) BD's guarantee ceases to be in
full force and effect. 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 Becton Finance or BD
consolidates or merges with, or sells all or substantially all of their
respective assets to, another entity. The Indenture also contains certain
restrictive covenants with respect to Becton Finance and BD, including a
limitation on liens, a restriction on sale and leasebacks and a restriction on
Becton Finance's activities that are inconsistent with its designation as a
finance subsidiary.
The foregoing summary is qualified in its entirety by reference to the text of
the Base Indenture, a copy of which is incorporated by reference herein from
Exhibit 4.7 to BD's Post-Effective Amendment No. 1 to BD's Registration
Statement on Form S-3 filed on May 17, 2019, the Second Supplemental Indenture,
a copy of which is filed herewith as Exhibit 4.1, and the Form of 1.213% Note
due February 12, 2036, a copy of which is filed herewith as Exhibit 4.2.
The Company intends to use the net proceeds from the offering of the Notes,
together with cash on hand, to repay the entire €600,000,000 aggregate principal
amount outstanding of its 0.174% Notes due 2021 (the "0.174% Notes"), and to pay
accrued interest, related premiums, fees and expenses in connection therewith.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 8.01. Other Events.
On February 12, 2021, the Company caused to be delivered to the holders of the
0.174% Notes a notice of full redemption with respect to the entire €600,000,000
principal amount of its 0.174% Notes. The 0.174% Notes are expected to be fully
redeemed on March 14, 2021 (the "Redemption Date") at a redemption price equal
to the greater of (1) 100% of the principal amount of such 0.174% Notes and (2)
the sum of the present values of the remaining scheduled payments on the 0.174%
Notes, discounted to the Redemption Date by the comparable government bond less
a discount in accordance with the terms of the indenture governing the 0.174%
Notes, plus in each case, accrued and unpaid interest to, but excluding, the
Redemption Date on the principal balance of the 0.174% Notes.
The foregoing does not constitute a notice of redemption with respect to the
0.174% Notes.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
4.1 Second Supplemental Indenture, dated as of February 12, 2021, among
Becton Finance, as issuer, BD, as guarantor, and The Bank of New York
Mellon Trust Company, N.A., as trustee.
4.2 Form of 1.213% Note due February 12, 2036.
5.1 Opinion of Gary DeFazio, Senior Vice President, Corporate Secretary and
Associate General Counsel of Becton, Dickinson and Company.
5.2 Opinion of Loyens & Loeff Luxembourg S.à r.l.
5.3 Opinion of Skadden, Arps, Slate, Meagher & 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 Loyens & Loeff Luxembourg S.à r.l. (included as part of
Exhibit 5.2).
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of
Exhibit 5.3).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses