Becton, Dickinson wraps exchange offer for CareFusion’s five series

By Susanna Moon

Chicago, April 23 – Becton, Dickinson and Co. said it plans to settle the exchange offer Friday for the five series of notes issued by CareFusion Corp., which it recently acquired.

The exchange offer ended at 11:59 p.m. ET on April 22. The offer began on March 26.

Holders had tendered the following amounts of CareFusion notes for exchange, according to a company notice:

• $292,928,000, or 97.64%, of the $300 million 1.45% senior notes due May 15, 2017;

• $665,002,000, or 95%, of the $700 million of 6.375% notes due Aug. 1, 2019;

• $293.85 million , or 97.95%, of the $300 million of 3.3% notes due March 1, 2023;

• $397,492,000, or 99.37%, of the $400 million of 3.875% notes due May 15, 2024; and

• $299,877,000, or 99.96%, of the $300 million of 4.875% notes due May 15, 2044.

As previously announced, Becton, Dickinson offered to issue new notes with the same coupon, maturity and redemption features plus cash for the CareFusion debt.

In each case, the amount offered was $1,000 principal amount of new notes plus $2.50 in cash for each $1,000 principal amount of the existing notes.

The total amount includes an early participation premium of $30.00 of new notes per $1,000 of notes tendered by 5 p.m. ET on April 8, the early consent date.

Becton, Dickinson also solicited consents to amend the CareFusion notes to eliminate substantially all of the restrictive covenants, eliminate an event of default and permit the public filings of Becton, Dickinson to satisfy reporting obligations.

Early tenders

As previously announced, holders had tendered the following amount of notes by the early consent deadline:

• $291,978,000, or 97.33%, of the $300 million 1.45% senior notes due May 15, 2017;

• $661.14 million, or 94.45%, of the $700 million of 6.375% notes due Aug. 1, 2019;

• $293.85 million, or 97.95%, of the $300 million of 3.3% notes due March 1, 2023;

• $396.38 million, or 99.1%, of the $400 million of 3.875% notes due May 15, 2024; and

• $299,877,000, or 99.96%, of the $300 million of 4.875% notes due May 15, 2044.

Goldman Sachs & Co. (800 828-3182 or 212 357-0215) and J.P. Morgan Securities LLC (212 834-4811 or 866 834-4666) are dealer managers. D.F. King & Co., Inc. (212 269-5550 for banks and brokers, 866 416-0576 or cfn@dfking.com) is the information agent.

Becton, Dickinson is a Franklin Lakes, N.J., medical technology and supply company.

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