Becton, Dickinson offers to buy up to $500 million from seven notes

Chicago, Aug. 8 – Becton, Dickinson & Co. started a capped tender offer for $500 million principal amount of notes from seven series, according to a press release on Monday.

The notes covered in the offer, listed by acceptance priority level, are as follows:

• $750 million outstanding 3.794% senior notes due 2050 (Cusip: 075887CK3) with pricing to be based on the 2.25% U.S. Treasury due Feb. 15, 2052 and a fixed spread of 145 basis points with a subcap for the series of $175 million;

• $168 million outstanding 7% senior debentures due 2027 (Cusip: 075887AN9) with pricing to be based on the 2.75% U.S. Treasury due July 31, 2027 and a fixed spread of 105 bps;

• $167.05 million 6.7% senior debentures due 2028 (Cusip: 075887AQ2) with pricing to be based on the 2.75% U.S. Treasury due July 31, 2027 and a fixed spread of 115 bps;

• $250 million 6% senior notes due 2039 (Cusip: 075887AV1) with pricing to be based on the 3.25% U.S. Treasury due May 15, 2042 and a fixed spread of 130 bps;

• $124,984,000 outstanding 5% senior notes due 2040 (Cusip: 075887AX7) with pricing to be based on the 3.25% U.S. Treasury due May 15, 2042 and a fixed spread of 135 bps;

• $1,024,998,000 outstanding 4.685% senior notes due 2044 (Cusip: 075887BG3) with pricing to be based on the 3.25% U.S. Treasury due May 15, 2042 and a fixed spread of 130 bps with a subcap of $325 million for the series; and

• $1.5 billion outstanding 4.669% senior notes due 2047 (Cusip: 075887BX6) with pricing to be based on the 2.25% U.S. Treasury due Feb. 15, 2052 and a fixed spread of 155 bps.

Noteholders who tender by the early tender date will receive a $30 early tender premium included in the calculated considerations that will not be paid to noteholders who tender after that deadline.

Interest will also be paid to the applicable settlement date.

The early deadline is 5 p.m. ET on Aug. 19, also the withdrawal deadline.

Pricing will take place at 10 a.m. ET on Aug. 22.

The offers expire at 11:59 p.m. ET on Sept. 2.

Payment is expected to be made on Sept. 7.

If there is early settlement, at the company’s election, it is anticipated to be Aug. 23.

The tender offers are subject to the satisfaction of a financing condition.

Citigroup Global Markets Inc. (800 558-3745, 212 723-6106) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759, liabilitymanagement@wellsfargo.com) are the lead dealer managers.

Academy Securities, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC are co-dealer managers.

Global Bondholder Services Corp. is the tender and information agent (855 654-2014, 212 430-3774, www.gbsc-usa.com/BectonDickinson).

Becton Dickinson is a Franklin Lakes, N.J., medical technology and supply company.

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