Business Context and Reporting Period
Company: Becton, Dickinson and Company (BD)
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2026
Event: Entry into a Material Definitive Agreement regarding a subsidiary notes offering.
Key Financial Metrics and Transaction Details
This filing reports a specific debt issuance event rather than periodic financial performance metrics (revenue, profit, cash flow). The filing text does not provide clear values for operating results, margins, or liquidity ratios.
- Issuer: Becton Dickinson Euro Finance S.à r.l. (Becton Finance), a wholly-owned indirect subsidiary.
- Instrument: 3.855% Notes due May 20, 2033.
- Aggregate Principal Amount: €600,000,000.
- Guarantee: Fully and unconditionally guaranteed on a senior unsecured basis by BD.
- Use of Proceeds: Repayment of the entire aggregate principal amount of Becton Finance's 1.208% Notes due June 4, 2026, plus accrued interest, fees, and expenses. Remaining proceeds will be used for general corporate purposes.
Material Changes and Debt Structure
The primary material change is the refinancing of existing debt. BD is replacing a short-term obligation maturing in June 2026 with a long-term obligation maturing in May 2033.
- Debt Extension: Maturity extended from June 4, 2026, to May 20, 2033.
- Interest Rate Change: Interest rate increases from 1.208% (on the retiring notes) to 3.855% (on the new notes).
- Currency: The new notes are denominated in Euros (€).
Terms, Risks, and Covenants
Redemption Terms:
- Pre-Maturity (Before Feb 20, 2033): Redeemable at the greater of 100% of principal or the present value of remaining payments (make-whole provision) plus accrued interest.
- Post-Maturity Window (On or after Feb 20, 2033): Redeemable at 100% of principal plus accrued interest.
- If a Change of Control Triggering Event occurs, BD must offer to repurchase the notes at 101% of principal plus accrued interest.
- Restrictions: Limitations on liens, sale and leaseback transactions, and activities inconsistent with the finance subsidiary designation.
- Defaults: Include failure to pay interest (30-day grace period), failure to pay principal, failure to perform covenants (60-day grace period), bankruptcy/insolvency, or termination of the BD guarantee.
- BD/Becton Finance must pay additional amounts to ensure holders receive net payments equal to the stated amounts after any withholding taxes.
Investor Verification Checklist
- Verify the exact amount of the 1.208% Notes due June 4, 2026, to confirm the full repayment capability with the €600 million proceeds.
- Review the impact of the higher interest rate (3.855% vs. 1.208%) on future interest expense and net income.
- Assess the currency risk exposure given the issuance is in Euros while BD reports in USD.
- Confirm the status of the "general corporate purposes" allocation if the proceeds exceed the debt repayment amount.
- Examine the "Change of Control" definition in the Sixth Supplemental Indenture (Exhibit 4.1) for specific triggers.