Becton, Dickinson tender offers oversubscribed at early deadline

By Wendy Van Sickle

Columbus, Ohio, June 3 – Becton, Dickinson and Co. announced the early results of its tender offers to purchase for cash up to $1.1 billion of debt securities from seven series.

The offers were fully subscribed as of the early tender date, 5 p.m. ET on June 3, according to a press release Monday evening.

The company received the following tenders by the early deadline, with the notes listed in order of acceptance priority level:

• $175,016,000, or 58.34%, of its $300 million outstanding 5% notes due 2040. This series is subject to a tender subcap of $75 million, with pricing based on the 3% U.S. Treasury due Feb. 15, 2049 and a fixed spread of 170 basis points;

• $150,373,000, or 50.14%, of its $299,877,000 outstanding 4.875% notes due 2044, subject to a tender subcap of $75 million, with pricing based on the 3% U.S. Treasury due Feb. 15, 2049 and a fixed spread of 175 bps;

• $802,754,000, or 66.9%, of its $1.2 billion outstanding 4.685% notes due 2044, subject to a tender subcap of $175 million, with pricing based on the 3% U.S. Treasury due Feb. 15, 2049 and a fixed spread of 145 bps;

• $1,941,877,000, or 80.91%, of its $2.4 billion outstanding 3.7% notes due 2027, subject to a tender subcap of $600 million, with pricing based on the 2.375% U.S. Treasury due May 15, 2029 and a fixed spread of 105 bps;

• $869,242,000, or 63.22%, of its $1,375,000,000 outstanding 3.734% notes due 2024, with pricing based on the 2.25% U.S. Treasury due April 30, 2024 and a fixed spread of 90 bps;

• $977,019,000, or 65.13%, of its $1.5 billion outstanding 4.669% notes due 2047, subject to a tender subcap of $100 million, with pricing based on the 3% U.S. Treasury due Feb. 15, 2049 and a fixed spread of 145 bps; and

• $1,525,173,000, or 84.75%, of its $1.8 billion outstanding 2.894% notes due 2022, with pricing based on the 2.125% U.S. Treasury due May 15, 2022 and a fixed spread of 60 bps.

Pricing will be set at 9 a.m. ET on June 4, and the company said it also expects to announce the amounts accepted for purchase proration rates, if any, for each series at that time.

In addition, the company said it may announce an increase of any of the tender subcaps and/or the aggregate tender cap at that time.

The total consideration will include an early tender payment of $30 per $1,000 principal amount of notes tendered by the early tender date.

Holders tendering after the early tender date will only be eligible to receive the tender offer consideration, or the total consideration less the early tender payment.

The company will also pay accrued interest to the applicable settlement date.

The offers will expire at 11:59 p.m. ET on June 18.

The expects to settle early tendered notes on June 5. Settlement of any remaining tendered notes is expected to be on June 20.

The offers were subject to a financing condition, which has been satisfied.

Barclays (800 438-3242 or 212 528-7581), Goldman Sachs & Co. LLC (800 828-3182 or 212 357-0215) and J.P. Morgan Securities LLC (866 834-4666 or 212 834-8553) are the lead dealer managers for the tender offers. Global Bondholder Services Corp. (866 794-2200 or 212 430-3774) is the tender and information agent.

Becton, Dickinson is a medical technology company based in Franklin Lakes, N.J.

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