Business Context and Reporting Period
This Form 8-K was filed by Becton, Dickinson and Company (BD) on May 18, 2017. The report discloses a significant capital structure event involving the redemption of multiple debt series and the anticipated issuance of new debt to fund the acquisition of C. R. Bard, Inc.
Key Financial Metrics and Debt Actions
The filing details the redemption of approximately $1.7 billion in outstanding principal debt. The specific notes being redeemed include:
- BD Notes: 1.800% Notes due December 15, 2017; 5.000% Notes due May 15, 2019; and 6.375% Notes due August 1, 2019.
- CareFusion Corporation Subsidiary Notes: 3.300% Senior Notes due 2023; 3.875% Senior Notes due 2024; 4.875% Senior Notes due 2044; and 6.375% Senior Notes due 2019.
The redemption price is payable on June 19, 2017. The filing does not provide specific revenue, profit, cash flow, or margin figures for the period.
Material Changes and Financing Strategy
BD expects to issue new U.S.-denominated and Euro-denominated senior unsecured notes in one or more registered offerings. The proceeds from these new issuances are designated for:
- Funding a portion of the cash consideration for the acquisition of C. R. Bard, Inc.
- Paying the redemption price for the existing notes listed above.
- Covering accrued interest, related premiums, fees, and expenses associated with the transactions.
Outlook, Risks, and Contingencies
Management commentary includes forward-looking statements regarding the proposed acquisition and financing. Key risks and uncertainties identified include:
- The ability to successfully complete the acquisition of Bard on anticipated terms and timing.
- The ability to consummate the necessary financings on a timely basis and at reasonable terms.
- General market conditions affecting the new debt offerings.
The company notes that actual results may differ materially from these expectations.
Investor Verification Checklist
- Verify the final terms and pricing of the new senior unsecured notes to be issued.
- Confirm the closing date and final consideration amount for the C. R. Bard, Inc. acquisition.
- Monitor the successful execution of the $1.7 billion debt redemption on June 19, 2017.
- Review subsequent filings for any changes in the financing strategy or acquisition timeline.