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): May 11, 2020
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
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NJ
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001-04802
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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,
NJ
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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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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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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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0.174% Notes due June 4, 2021
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BDX/21
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 May 11, 2020, Becton, Dickinson and Company (“BD”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc.,
Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (the “Underwriters”), in connection with the offer and sale by BD to the Underwriters (the “Offering”) of $750,000,000 aggregate
principal amount of 2.823% Notes due 2030 (the “2030 Notes”) and $750,000,000 aggregate principal amount of 3.794% Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “notes”).
BD expects to use the net proceeds of the Offering, together with cash on hand, to repay the entire $1.0 billion aggregate principal amount outstanding of its
2.404% Notes due 2020 at maturity and to fund a partial redemption of its 3.250% Notes due 2020, and to pay accrued interest, related premiums, fees and expenses in connection therewith. Pending this utilization, BD may temporarily use the net
proceeds from the Offering to repay certain outstanding debt and for other general corporate purposes. BD expects that the Offering will be completed on or about May 20, 2020, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Underwriting Agreement, dated May 11, 2020, by and among Becton, Dickinson and Company and Barclays Capital Inc., Citigroup Global Markets Inc. and
Morgan Stanley & Co. LLC, as representatives of the underwriters named therein.
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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 registrant 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 (Registrant)
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By:
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/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President, Corporate Secretary and Associate General Counsel |
Date: May 12, 2020