Becton, Dickinson and subsidiary each to offer senior notes

By William Gullotti

Buffalo, N.Y., Feb. 6 – Becton, Dickinson and Co. and subsidiary Becton Dickinson Euro Finance Sarl each plan to sell a tranche of fixed-rate senior notes, according to 424B2 filings with the Securities and Exchange Commission.

The series issued by the subsidiary will be euro-denominated and guaranteed by the parent. The series issued by the parent will be dollar-denominated.

Each series of notes will have a make-whole call, followed by a par call, and be putable at 101 if a change of control occurs.

Barclays, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the joint bookrunning managers for the dollar-denominated offering.

Goldman Sachs is also a joint bookrunning manager for the euro-denominated offering with Barclays Bank plc and Citigroup Global Markets Ltd.

Bank of New York Mellon Trust Co., NA is the trustee for each series.

Likewise, the company will use in-house counsel as well as receive counsel from Skadden, Arps, Slate, Meagher & Flom LLP for each offering. Sullivan & Cromwell LLP will act as counsel for the underwriters for each offering.

Loyens & Loeff Luxembourg Sarl will act as counsel regarding particular matters regarding Luxembourg law for the euro-denominated offering.

Proceeds from the dollar-denominated series issued by the parent will be used, together with cash on hand, to repay the entire €300 million outstanding 1.401% notes due 2023 and the entire €400 million outstanding of 0% notes due 2023.

Proceeds from the concurrent, euro-denominated series issued by the subsidiary will be used, together with cash on hand, to repay the entire €800 million outstanding of its 0.632% notes due 2023.

In each case, any remaining net proceeds not used to repay accrued and unpaid interest or related fees/expenses associated with the aforementioned redemptions will be used for general corporate purposes.

Application has been made to list the euro-denominated tranche on the Euronext Dublin.

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

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