Business Context and Reporting Period
This Form 8-K Current Report was filed by Becton, Dickinson and Company on May 13, 2009. The report discloses a material event occurring on May 11, 2009, regarding the execution of an underwriting agreement for a new debt offering.
Key Financial Metrics
The filing details a debt issuance totaling $750,000,000 in aggregate principal amount. The capital structure of the new issuance is as follows:
- 2019 Notes: $500,000,000 principal amount with a 5.000% interest rate, due May 15, 2019.
- 2039 Notes: $250,000,000 principal amount with a 6.000% interest rate, due May 15, 2039.
The filing does not provide specific values for revenue, profit, cash flow, operating margins, or existing liquidity positions. The transaction was executed pursuant to an automatic shelf registration statement (Form S-3) filed on May 8, 2009.
Material Changes
The primary material change is the increase in long-term debt obligations resulting from the sale of the Notes. The Company entered into an underwriting agreement with Goldman Sachs & Co. and Morgan Stanley & Co. Incorporated as representatives. This filing does not contain comparative financial data against prior periods.
Outlook, Risks, and Management Commentary
Management commentary is limited to the factual description of the debt issuance. The filing notes that the Notes were issued pursuant to an indenture dated March 1, 1997, with The Bank of New York Mellon Trust Company, N.A., as trustee. No specific forward-looking guidance, risk factors, or contingencies beyond the standard incorporation by reference of the Underwriting Agreement and Note forms are detailed in the text of this report.
Investor Verification Checklist
- Verify the final prospectus supplement filed on May 13, 2009, for details on use of proceeds.
- Review the Underwriting Agreement (Exhibit 1.1) for underwriting fees and specific covenants.
- Examine the forms of the 2019 and 2039 Notes (Exhibits 4.1 and 4.2) for redemption provisions and interest payment schedules.
- Confirm the impact of the new debt on the Company's overall leverage ratios in the most recent 10-K or 10-Q.