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Montag, 20.05.2019 09:50 von | Aufrufe: 93

Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt Securities

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PR Newswire

FRANKLIN LAKES, N.J., May 20, 2019 /PRNewswire/ -- Becton, Dickinson and Company (NYSE: BDX) (the "Company" or "BD") today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the "Securities" and each a "series").

Up to each Tender SubCap (Not to Exceed the Aggregate Tender Cap) of the Outstanding Securities of Becton, Dickinson and Company Listed Below

Title of Security

CUSIP Number/ ISIN Number

Principal Amount Outstanding

Tender SubCap

Acceptance Priority Level


ARIVA.DE Börsen-Geflüster

Kurse

220,40
+0,32%
Becton Dickinson Realtime-Chart

U.S. Treasury Reference
Security

Bloomberg Reference Page

Fixed Spread

Early Tender Payment (1)(2)

5.000% Notes due  2040

075887 AX7;

US075887AX76

$300,000,000

$75,000,000

 

1

 

3.000% UST due 2/15/49

FIT1

+170 bps

$30

4.875% Notes due 2044

075887 BM0

US075887BM03

$299,877,000

$75,000,000

 

2

3.000% UST due 2/15/49

FIT1

+175 bps

$30

4.685% Notes due 2044

075887 BG3; US075887BG35

$1,200,000,000

$175,000,000

 

3

3.000% UST due 2/15/49

FIT1

+145 bps

$30

3.700% Notes due 2027

075887 BW8; US075887BW84

$2,400,000,000

$600,000,000

 

4

2.375% UST due 5/15/29

FIT1

+105 bps

$30

3.734% Notes due 2024

075887 BF5; US075887BF51

$1,375,000,000

 

5

2.250% UST due 4/30/24

FIT1

+90 bps

$30

4.669% Notes due 2047

075887 BX6; US075887BX67

$1,500,000,000

$100,000,000

 

6

3.000% UST due 2/15/49

FIT1

+145 bps

$30

2.894% Notes due 2022

075887 BT5; US075887BT55

$1,800,000,000

7

2.125% UST due 5/15/22

FIT1

+60 bps

$30



(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 tender offers consist of offers on the terms and conditions set forth in the offer to purchase, dated May 20, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), including the offers to purchase for cash in the order of priority set forth in the table above, up to the applicable Tender SubCap, if any, of each of the Company's 5.000% Notes due 2040, 4.875% Notes due 2044, 4.685% Notes due 2044, 3.700% Notes due 2027, 3.734% Notes due 2024, 4.669% Notes due 2047 and 2.894% Notes due 2022 (collectively, the "Securities"), subject to an aggregate tender cap of $1,100,000,000 for all tendered series of Securities. The Company reserves the right, but is under no obligation, to increase any of the Tender SubCaps in the table above or the aggregate tender cap at any time, subject to applicable law. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.

The tender offers for the Securities will expire at 11:59 p.m., New York City time, on June 18, 2019, or, in each case, any other date and time to which the Company extends the applicable tender offer (such date and time, as it may be extended with respect to a tender offer, the "Expiration Date"), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on June 3, 2019 (such date and time, as it may be extended with respect to a tender offer, the "Early Tender Date"), to be eligible to receive the Total Consideration (as defined below), which is inclusive of an amount in cash equal to the amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"). If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus accrued interest.

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 table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 9:00 a.m., New York City time, on June 4, 2019. The "Late Tender Offer Consideration" is equal to the Total Consideration minus the Early Tender Payment.

The tender offers will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered prior to or at the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be June 20, 2019, the second business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered prior to or at the Early Tender Date on an earlier settlement date, which, if applicable, is currently anticipated to be June 5, 2019, provided that the conditions to the satisfaction of the applicable tender offer are satisfied.

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date.

Tendered Securities may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on June 3, 2019.  

The tender offers are subject to the satisfaction or waiver of certain conditions, including a financing condition, which is specified in the Offer to Purchase. The tender offers are not subject to minimum tender conditions.

Information Relating to the Tender Offers

The Offer to Purchase  is being distributed to holders beginning today. Barclays Capital Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the lead dealer managers 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), Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-0215 (collect) and J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-8553 (collect). Global Bondholder Services Corporation is the tender and information agent for the tender offers and can be contacted at (866) 794-2200 (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 will 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) 794-2200 (bankers and brokers can call collect at (212) 430-3774).

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