Becton, Dickinson and Company Announces Results of Early Tenders and Consents in Exchange Offers

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Apr 09, 2015, 05:46 ET

FRANKLIN LAKES, N.J., April 9, 2015 /PRNewswire/ -- Becton, Dickinson and Company (NYSE: BDX) ("BD") announced today that, as of 5:00 p.m., New York City time, on April 8, 2015 (the "Early Consent Date"), the aggregate principal amounts listed in the table below of each series of notes listed in the table below (collectively, the "Existing Notes") previously issued by CareFusion Corporation, a wholly owned subsidiary of BD, had been validly tendered and not validly withdrawn in connection with BD's previously announced offers to exchange all validly tendered and accepted notes of each such series of Existing Notes for new notes to be issued by BD (collectively, the "New Notes"), and the related solicitation of consents to amend the indentures governing the Existing Notes. A Registration Statement on Form S-4 (File No. 333-203013) (the "Registration Statement") relating to the issuance of the New Notes was filed with the Securities and Exchange Commission ("SEC") on March 26, 2015, as amended by Amendment No. 1 to Form S-4, filed with the SEC on April 9, 2015, but has not yet been declared effective.

Series of Existing Notes to be Exchanged	Tenders and Consents Received as of the Early Consent Date	Percentage of Total Outstanding Principal Amount of such Series of Existing Notes
1.450% Senior Notes due May 15, 2017	$291,978,000	97.33%
6.375% Senior Notes due August 1, 2019	$661,140,000	94.45%
3.300% Senior Notes due March 1, 2023	$293,850,000	97.95%
3.875% Senior Notes due May 15, 2024	$396,380,000	99.10%
4.875% Senior Notes due May 15, 2044	$299,877,000	99.96%

The exchange offers and consent solicitations (together, the "Exchange Offers") are being made pursuant to the terms and conditions set forth in BD's preliminary prospectus, dated as of March 26, 2015 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal") that contain a more complete description of the terms and conditions of the Exchange Offers. Subject to the Registration Statement being declared effective, the Exchange Offers will expire at 11:59 p.m. on April 22, 2015.

The dealer managers for the Exchange Offers are:

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attention: Liability Management Group

Toll-Free: (800) 828-3182

Collect: (212) 357-0215

J.P. Morgan Securities LLC

383 Madison Avenue

New York. New York 10179

Attention: Liability Management Group

Collect: (212) 834-4811

Toll-Free: (866) 834-4666

The exchange agent and information agent for the Exchange Offers is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Attn: Krystal Scrudato

Bank and Brokers Call Collect: (212) 269-5550

All Others, Please Call Toll-Free: (866) 416-0576

Email: [email protected]

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made only pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the New Notes has been filed with the SEC but has not yet become effective. The New Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.

Contact:
Kristen Cardillo
Media
(858) 617-2317
Email: [email protected]

Monique N. Dolecki
Investor Relations
(201) 847-5378
Email: [email protected]

SOURCE BD (Becton, Dickinson and Company)