BECTON DICKINSON & CO 8-K

What Happened
Becton, Dickinson and Company (BD) reported that its indirect, wholly‑owned subsidiary Becton Dickinson Euro Finance S.à r.l. issued €600,000,000 aggregate principal of 3.855% senior unsecured notes due May 20, 2033 in an underwritten public offering on May 20, 2026. The notes are issued under the existing indenture (May 17, 2019) as amended by a Sixth Supplemental Indenture dated May 20, 2026, and are fully and unconditionally guaranteed by BD.

Key Details

• Issuer: Becton Dickinson Euro Finance S.à r.l.; Guarantor: Becton, Dickinson and Company.
• Size & Terms: €600,000,000 principal; 3.855% coupon; maturity May 20, 2033.
• Redemption: Callable at issuer’s option prior to Feb 20, 2033 at the greater of 100% or the present value formula (plus 15 bps); callable at 100% on/after Feb 20, 2033.
• Tax & Change‑of‑Control: Notes include tax “gross‑up” provisions and permit issuer redemption on certain tax changes; a Change of Control Triggering Event would require an offer to repurchase notes at 101% of principal plus accrued interest.
• Use of proceeds: Expected to repay Becton Finance’s 1.208% notes maturing June 4, 2026, and related costs; any remaining proceeds for general corporate purposes.
• Events of default include missed interest (30 days), missed principal, covenant breaches (60 days after notice), bankruptcy events, or BD’s guarantee ceasing.

Why It Matters
This filing creates a new, medium‑term debt obligation for BD (through its finance subsidiary) and is guaranteed by the parent, which increases the company’s outstanding debt profile while refinancing near‑term maturities. Investors should note the size (€600M), fixed coupon (3.855%), maturity (2033), and the stated plan to use proceeds to repay the €-denominated notes maturing in June 2026—actions that affect BD’s cash needs, interest expense profile, and debt maturity schedule.