Becton, Dickinson and Company Announces Tender Offers for Outstanding Debt Securities

Rhea-AI Summary

Becton, Dickinson and Company (NYSE: BDX) commenced tender offers to purchase up to $1,600,000,000 aggregate purchase price of specified outstanding senior notes across multiple series.

Key dates: Early Tender Date Feb 24, 2026, Reference pricing Feb 25, 2026, Expiration Mar 11, 2026, anticipated settlement Mar 13, 2026 (early settlement possible Feb 27, 2026). Early tender payments are $30 per $1,000 for eligible tenders. Offer SubCaps include $1,000,000,000 for 4.669% 2047 and $450,000,000 for one 2044 series. Acceptance priority levels and fixed spreads per series determine allocation and Total Consideration.

Positive

• Aggregate Offer Cap of $1.6B to retire high-coupon debt
• Early tender payment of $30 per $1,000 incentivizes early participation
• Offer SubCap of $1.0B for 4.669% Senior Notes due 2047

Negative

• Some individual series outstanding exceed the Aggregate Offer Cap (e.g., $1.725B series)
• Tender offers may use material cash resources up to $1.6B

News Market Reaction

-17.22%

37 alerts

-17.22% News Effect

+7.0% Peak Tracked

-3.2% Trough Tracked

-$12.29B Valuation Impact

$59.09B Market Cap

0.8x Rel. Volume

On the day this news was published, BDX declined 17.22%, reflecting a significant negative market reaction. Argus tracked a peak move of +7.0% during that session. Argus tracked a trough of -3.2% from its starting point during tracking. Our momentum scanner triggered 37 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $12.29B from the company's valuation, bringing the market cap to $59.09B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Aggregate Offer Cap: $1,600,000,000 Largest series outstanding: $1,725,018,000 2047 Notes SubCap: $1,000,000,000 +5 more

8 metrics

Aggregate Offer Cap $1,600,000,000 Maximum aggregate purchase price (excluding accrued interest) for tender offers

Largest series outstanding $1,725,018,000 Principal amount of 3.700% Senior Notes due 2027

2047 Notes SubCap $1,000,000,000 Offer SubCap for 4.669% Senior Notes due 2047

2044 Notes SubCap $450,000,000 Offer SubCap for 4.685% Senior Notes due 2044

Early Tender Payment $30 Per $1,000 principal amount tendered by Early Tender Date

Early Tender Date Feb 24, 2026, 5:00 p.m. NYC Deadline to receive Total Consideration including Early Tender Payment

Expiration Date Mar 11, 2026, 5:00 p.m. NYC Scheduled tender offer expiration time

Anticipated final settlement Mar 13, 2026 Currently expected settlement date after Expiration Date

Market Reality Check

Price: $176.16 Vol: Volume 3,137,250 is 1.48x...

normal vol

$176.16 Last Close

Volume Volume 3,137,250 is 1.48x the 20-day average of 2,116,457, showing elevated trading ahead of the tender offer announcement. normal

Technical Shares at $207.32 are trading above the 200-day MA of $187.19 and about 11.91% below the 52-week high of $235.34.

Peers on Argus

BDX was down 1.25% while key peers were mixed: ALC down 0.78%, but RMD, WST, BAX...

BDX was down 1.25% while key peers were mixed: ALC down 0.78%, but RMD, WST, BAX and HOLX up between 0.24% and 1.46%, pointing to a stock‑specific move rather than a sector trend.

Historical Context

5 past events · Latest: Feb 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 09	Spin-off completion	Positive	-1.3%	Completed $4.0B cash spin-off/combination with Waters, debt paydown and ASR plans.
Feb 09	Combination news	Positive	-1.3%	Waters detailed new combined structure with BD’s Biosciences & Diagnostic Solutions assets.
Feb 09	Earnings update	Neutral	-1.3%	Q1 FY2026 results, modest revenue growth and affirmed New BD full‑year guidance.
Jan 29	Sustainability pilot	Positive	-0.4%	Closed-loop recycling pilot with Envetec for laboratory plastics feedstock reuse.
Jan 27	Dividend & buyback	Positive	-0.7%	Declared $1.05 dividend and authorized repurchase of up to 10M additional shares.

Pattern Detected

Recent corporate actions, including a large spin-off, debt plans, and capital returns, have been followed by modestly negative 1‑day price moves, indicating a pattern of weak near-term reactions to generally constructive news.

Recent Company History

Over the past weeks, BD announced several major events, including Q1 FY2026 results with revenue of $5.25B and adjusted EPS guidance of $12.35–$12.65, completion of the Biosciences & Diagnostic Solutions combination with Waters valued at $18.8B, and use of $2.0B for debt repayment and $2.0B for share repurchases. The board also boosted capital returns via a $1.05 quarterly dividend and authorization for up to 10M additional share repurchases. Despite these, 1‑day price reactions have been slightly negative, similar to the backdrop for the new debt tender offers.

Market Pulse Summary

The stock dropped -17.2% in the session following this news. A negative reaction despite a structure...

Analysis

The stock dropped -17.2% in the session following this news. A negative reaction despite a structured debt tender could fit BD’s recent pattern, where announcements on portfolio optimization and capital returns were followed by 1‑day declines of around 1%. The tender offers for up to $1.6B of notes follow the company’s stated plan to repay debt after the Waters transaction. Investors monitoring history may focus on how much principal is actually retired and how this interacts with broader capital return plans.

Key Terms

tender offers, senior notes, senior debentures, CUSIP, +3 more

7 terms

tender offers financial

"today announced that it has commenced tender offers to purchase for cash the debt"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

senior notes financial

"6.700% Senior Notes due 2026 | Registered: 075887CE7"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

senior debentures financial

"7.000% Senior Debentures due 2027 | 075887AN9"

Senior debentures are long-term loans a company issues to investors that promise regular interest payments and return of principal but usually do not have specific assets pledged as collateral. They take priority over other unsecured or subordinated debt if the company goes into bankruptcy, so they are typically safer than lower-ranked bonds; that priority affects the interest rate investors demand—think of them as a line in the repayment queue placed ahead of many other creditors.

CUSIP financial

"Title of Security | CUSIP Number | Principal Amount Outstanding"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

accrued interest financial

"excluding the applicable Accrued Interest (which, subject to applicable law, may be"

Accrued interest is the amount of interest that has built up on a loan, bond, or similar investment since the last payment date but has not yet been paid. For investors this matters because when you buy or sell a fixed‑income security between payment dates you compensate the other party for that earned interest—think of it like buying a house mid‑month and reimbursing the seller for days of heating already used—so it affects the actual cash you pay, the yield you receive, and short‑term returns.

early tender payment financial

"under the heading "Early Tender Payment" (the "Early Tender Payment"), plus"

An early tender payment is a sum of money offered to encourage holders of a financial security to sell or return it before its scheduled deadline. It provides an incentive for investors to act sooner, often allowing them to access cash or reduce their risk earlier than planned. This payment matters to investors because it can influence their decision to sell early and can impact the overall value or timing of their investment.

total consideration financial

"The applicable consideration (the "Total Consideration") offered per $1,000"

Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.

AI-generated analysis. Not financial advice.

FRANKLIN LAKES, N.J., Feb. 10, 2026 /PRNewswire/ -- BD (Becton, Dickinson and Company) (NYSE: BDX) (the "Company" or "BD"), a leading global medical technology company, today announced that it has commenced tender offers to purchase for cash the debt securities issued by the Company listed in the table below (collectively, the "Securities" and each a "series").

Up to an Aggregate Offer Cap of $1,600,000,000 Aggregate Purchase Price
of the Outstanding Debt Securities Listed Below and each Offer SubCap Listed Below

Title of Security	CUSIP Number	Principal Amount Outstanding	Offer SubCap	Acceptance Priority Level(1)	U.S. Treasury Reference Security	Bloomberg Reference Page	Fixed Spread	Early Tender Payment (2)(3)
6.700% Senior Notes due 2026	Registered: 075887CE7 144A: 075887CD9 Reg S: U0740RAE2	$137,032,000	N/A	1	4.250% U.S. Treasury Notes due 11/30/2026	FIT3	+30 bps	$30
7.000% Senior Debentures due 2027	075887AN9	$116,054,000	N/A	2	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+20 bps	$30
6.700% Senior Debentures due 2028	075887AQ2	$112,361,000	N/A	3	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+35 bps	$30
6.000% Senior Notes due 2039	075887AV1	$122,856,000	N/A	4	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+95 bps	$30
4.875% Senior Notes due 2044	075887BM0	$224,877,000	N/A	5	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+80 bps	$30
4.669% Senior Notes due 2047	075887BX6	$1,500,000,000	$1,000,000,000	6	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+70 bps	$30
5.000% Senior Notes due 2040	075887AX7	$90,878,000	N/A	7	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+100 bps	$30
4.685% Senior Notes due 2044	075887BG3	$982,883,000	$450,000,000	8	4.625% U.S. Treasury Notes due 11/15/2045	FIT1	+60 bps	$30
5.081% Senior Notes due 2029	075887CU1	$600,000,000	N/A	9	3.500% U.S. Treasury Notes due 1/15/2029	FIT1	+30 bps	$30
3.794% Senior Notes due 2050	075887CK3	$560,000,000	N/A	10	4.625% U.S. Treasury Notes due 11/15/2055	FIT1	+65 bps	$30
4.874% Senior Notes due 2029	075887CR8	$625,000,000	N/A	11	3.500% U.S. Treasury Notes due 1/15/2029	FIT1	+30 bps	$30
4.693% Senior Notes due 2028	075887CQ0	$800,000,000	N/A	12	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+20 bps	$30
3.700% Senior Notes due 2027	075887BW8	$1,725,018,000	N/A	13	3.500% U.S. Treasury Notes due 1/31/2028	FIT1	+30 bps	$30
5.110% Senior Notes due 2034	075887CS6	$550,000,000	N/A	14	4.000% U.S. Treasury Notes due 11/15/2035	FIT1	+45 bps	$30
4.298% Senior Notes due 2032	075887CP2	$500,000,000	N/A	15	3.750% U.S. Treasury Notes due 1/31/2031	FIT1	+65 bps	$30

(1)	Subject to the Aggregate Offer Cap (as defined below), Offer SubCap (as defined below), if any, and proration if applicable, the principal amount of each series of Securities that is purchased in the tender offers will be determined in accordance with the applicable Acceptance Priority Level (as defined below and in numerical priority order) specified in this column.
(2)	Per $1,000 principal amount of Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.
(3)	The Total Consideration (as defined below) for each series of Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Securities does not include the applicable Accrued Interest (as defined below), which will be payable in addition to the applicable Total Consideration.

Subject to the terms and conditions set forth in the offer to purchase, dated February 10, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), the Company is offering to purchase for cash up to $1,600,000,000 aggregate purchase price, excluding the applicable Accrued Interest (which, subject to applicable law, may be increased or decreased in the Company's sole discretion, the "Aggregate Offer Cap") of its (i) 6.700% Senior Notes due 2026, (ii) 7.000% Senior Debentures due 2027, (iii) 6.700% Senior Debentures due 2028, (iv) 6.000% Senior Notes due 2039, (v) 4.875% Senior Notes due 2044, (vi) 4.669% Senior Notes due 2047, (vii) 5.000% Senior Notes due 2040, (viii) 4.685% Senior Notes due 2044, (ix) 5.081% Senior Notes due 2029, (x) 3.794% Senior Notes due 2050, (xi) 4.874% Senior Notes due 2029, (xii) 4.693% Senior Notes due 2028, (xiii) 3.700% Senior Notes due 2027, (xiv) 5.110% Senior Notes due 2034, and (xv) 4.298% Senior Notes due 2032, in the order of priority set forth in the table above (each, an "Acceptance Priority Level"), subject to an aggregate principal amount of each series of Securities that does not exceed the applicable Offer SubCap, if any, set forth in the table above (each, an "Offer SubCap") (collectively, the "Tender Offers"); provided that the Company will only accept for purchase up to an aggregate purchase price, excluding the applicable Accrued Interest, of all series of Securities that does not exceed the Aggregate Offer Cap. The Company reserves the right, but is under no obligation, to increase or decrease the Aggregate Offer Cap and/or any of the Offer SubCaps at any time, subject to applicable law. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

The Tender Offers will expire at 5:00 p.m., New York City time, on March 11, 2026, or any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the applicable "Expiration Date"), unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on February 24, 2026 (such date and time, as it may be extended with respect to a Tender Offer, the "Early Tender Date"), to be eligible to receive the applicable Total Consideration (as defined below), which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading "Early Tender Payment" (the "Early Tender Payment"), plus Accrued Interest. If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration (as defined below) plus Accrued Interest.

The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities specified in the table above plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above as displayed on the applicable Bloomberg Bond Trader FIT1 or FIT3 page, as applicable, specified in the table above at 10:00 a.m., New York City time, on February 25, 2026. The "Late Tender Offer Consideration" is equal to the Total Consideration minus the Early Tender Payment.

The Tender Offers will expire on the applicable Expiration Date. Except as set forth below, payment for the Securities that are validly tendered prior to or at the Expiration Date will be made on a date promptly following the Expiration Date, which is currently anticipated to be March 13, 2026, the second business day after the Expiration Date. The Company reserves the right, in its sole discretion, to make payment for Securities that are validly tendered prior to or at the Early Tender Date and that are accepted for purchase on an earlier settlement date, which, if applicable, is currently anticipated to be February 27, 2026, provided that the conditions to the satisfaction of the applicable Tender Offer are satisfied.

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date of each Tender Offer ("Accrued Interest").

Tendered Securities may be validly withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on February 24, 2026.  

The Tender Offers are subject to the satisfaction or waiver of certain conditions, which are specified in the Offer to Purchase. The Tender Offers are not conditioned upon the tender of any minimum principal amount of the Securities.

Information Relating to the Tender Offers

The Offer to Purchase is being distributed to holders beginning today. Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are the lead dealer managers for the Tender Offers. Scotia Capital (USA) Inc., MUFG Securities Americas Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Tender Offers. Investors with questions regarding the Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or by email at ny.liabilitymanagement@citi.com or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender and information agent for the Tender Offers and can be contacted at (855) 654-2015 (toll-free) or (212) 430-3774 (collect).

None of the Company or its affiliates, their respective boards of directors, their respective officers, the dealer managers, the tender and information agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decisions as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be downloaded from Global Bondholder Services Corporation's website at www.gbsc-usa.com/BectonDickinson or obtained from Global Bondholder Services Corporation, free of charge, by calling toll-free at (855) 654-2015 (bankers and brokers can call collect at (212) 430-3774).

About BD

BD is one of the world's largest pure-play medical technology companies with a Purpose of advancing the world of health™ by driving innovation across medical essentials, connected care, biopharma systems and interventional. The company supports those on the frontlines of healthcare by developing transformative technologies, services and solutions that optimize clinical operations and improve care for patients. Operating across the globe, with more than 60,000 employees, BD delivers billions of products annually that have a positive impact on global healthcare. By working in close collaboration with customers, BD can help enhance outcomes, lower costs, increase clinical efficiency, improve safety and expand access to healthcare. 

Contacts:
Media	Investors
Matt Marcus VP, Public Relations Matt.Marcus@bd.com	Shawn Bevec SVP, Investor Relations Investor_Relations@bd.com

Forward-Looking Statements

This press release contains certain estimates and other forward-looking statements (as defined under federal securities laws) regarding BD's performance, including in relation to the consummation of the Tender Offers. All such statements are based upon current expectations of BD and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. With respect to forward-looking statements contained herein, a number of factors could cause actual results to vary materially. These factors include, but are not limited to: risks relating to the satisfaction of the conditions to the Tender Offers, as well as other factors discussed in BD's filings with the Securities and Exchange Commission. BD does not intend to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable laws or regulations.

 

View original content:https://www.prnewswire.com/news-releases/becton-dickinson-and-company-announces-tender-offers-for-outstanding-debt-securities-302684114.html

SOURCE BD (Becton, Dickinson and Company)

FAQ

What is the Aggregate Offer Cap for BDX's Feb 10, 2026 tender offers?

The Aggregate Offer Cap is $1,600,000,000. According to the company, that cap limits the total aggregate purchase price the company will accept across all listed note series.

When is the Early Tender Date and what does it mean for BDX bondholders?

The Early Tender Date is Feb 24, 2026. According to the company, holders tendering by that date are eligible for the Early Tender Payment and the Total Consideration.

Which BDX note series has the largest Offer SubCap in the tender offers?

The 4.669% Senior Notes due 2047 have an Offer SubCap of $1,000,000,000. According to the company, this SubCap limits the principal accepted for that specific series.

What will bondholders receive if they tender BDX notes early versus late?

Early tenders receive the Total Consideration inclusive of a $30 per $1,000 Early Tender Payment. According to the company, late tenders receive the Total Consideration minus the Early Tender Payment.

When are BDX tender offers expected to settle if accepted?

Settlement is currently anticipated on March 13, 2026, with possible earlier settlement for early tenders on Feb 27, 2026. According to the company, payment follows acceptance and satisfaction of conditions.

How is the Total Consideration for each BDX series determined?

Total Consideration equals a fixed spread plus yield based on a specified U.S. Treasury reference and includes the Early Tender Payment. According to the company, pricing will use Bloomberg FIT1/FIT3 pages at 10:00 a.m. on Feb 25, 2026.