Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
In connection with the separation of Becton, Dickinson and Company's ("BD")
diabetes care business (the "Separation") through the distribution of 100% of
the outstanding shares of common stock, par value $0.01 per share, of Embecta
Corp. ("embecta") to BD's stockholders of record as of the close of business on
March 22, 2022 (the "Distribution"), each of Claire Pomeroy, MD and David F.
Melcher has resigned as directors of BD, in each case effective as of April 1,
2022, in connection with the completion of the Separation and the Distribution
and their appointment to the board of directors of embecta.
Composition of the BD Board
Effective at the time of the Separation and the Distribution, the size of the
board of directors of BD has been reduced to eleven directors. The board of
directors of BD currently consists of William M. Brown, Catherine M. Burzik,
Carrie Byington, R. Andrew Eckert, Claire M. Fraser, Jeffrey W. Henderson,
Christopher Jones, Marshall O. Larsen, Timothy M. Ring, Bertram L. Scott and
Thomas E. Polen.
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued by BD on April 1, 2022 announcing completion
of the Separation and Distribution is filed as Exhibit 99.1 to this report.
Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any registration statement or other document filed
under the U.S. Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing.
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Item 8.01. Other Events
On April 1, 2022, BD entered into several agreements with embecta in connection
with the Separation and the Distribution. The Distribution was effective at
12:01 a.m., Eastern Time, on April 1, 2022 (the "Effective Time"). embecta is
now an independent public company trading under the symbol "EMBC" on the Nasdaq
Global Select Market. BD stockholders of record as of the close of business on
March 22, 2022 (the "Record Date") received one share of embecta common stock
for every five shares of BD common stock held as of close of business on the
Record Date.
In connection with the Separation and Distribution, BD and embecta entered into
various agreements that will govern the relationship of the parties following
the Separation and the Distribution, including a Separation and Distribution
Agreement.
A summary of certain material terms of the Separation and Distribution
Agreement, and such other agreements, can be found in the section entitled
"Certain Relationships and Related Party Transactions-Agreements with BD" in
embecta's Information Statement dated February 11, 2022 (the "Information
Statement"), which was included as Exhibit 99.1 to embecta's Current Report on
8-K filed with the Securities and Exchange Commission on February 11, 2022. This
summary is qualified in its entirety by reference to the Separation and
Distribution Agreement, which is included with this report as Exhibit 99.2, and
the other Separation related agreements, which can be found in embecta's Current
Report on 8-K filed with the Securities and Exchange Commission on April 6,
2022.
Debt-for-Debt Exchange and Tender Offer
In connection with the Separation, on March 31, 2022, embecta issued to BD
$200,000,000 in 6.750% senior secured notes due 2030 (the "embecta Notes"). The
embecta Notes were issued by embecta to BD as part of the consideration for
assets transferred by BD to embecta. Also on March 31, 2022, pursuant to its
previously announced tender offer (the "Tender Offer") for certain notes issued
by BD, Morgan Stanley & Co. LLC purchased $199,078,000 in aggregate principal
amount of BD's Floating Rate Notes due June 6, 2022 (the "Purchased Floating
Rate Notes") issued by BD pursuant to that certain Indenture, dated as of
March 1, 1997 between BD and The Bank of New York Mellon Trust Company, N.A. (as
successor to The Chase Manhattan Bank), as trustee. On April 1, 2022, BD
transferred the embecta Notes to Morgan Stanley in exchange (the "Exchange") for
the Purchased Floating Rate Notes.
Following the Exchange, BD cancelled the Purchased Floating Rate Notes.
A copy of the press release announcing the early tender results of the Tender
Offer is attached hereto as Exhibit 99.3, and the information set forth therein
is incorporated herein by reference.
BD Guaranty
In connection with the Separation and prior to the Distribution, BD guaranteed
on an unsecured, unsubordinated basis embecta's obligations in respect of the
credit facility entered into by and the senior notes issued by embecta. Upon
completion of the Separation, BD was automatically released from all obligations
in respect of such guarantees.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated April 1, 2022
99.2 Separation and Distribution Agreement, dated as of April 1, 2022, by
and between BD and embecta*
99.3 Press Release, dated March 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. BD
agrees to furnish a supplemental copy of any omitted schedule to the Securities
and Exchange Commission upon request.
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