Becton, Dickinson and Company BDX → Embecta Corp. EMBC
| Parent | Becton, Dickinson and Company BDX |
|---|---|
| Spinco | Embecta Corp. EMBC |
| Status | Completed |
| Structure | Spin-off A filing states a pro-rata distribution: holders receive shares automatically. |
| Focus | Not focus-increasing Parent and spinco remain in the same industry; the separation divides scale rather than business. |
| Ratio | 1 Embecta share for every 5 BD shares |
| Checked against EDGAR | 2026-08-22 |
Data trap
Embecta was levered at separation to fund a payment back to BD: roughly 1.65 billion dollars of notes and term debt against about 57 million shares. The spinco is far more indebted than the parent's segment economics would suggest, so a multiple computed from BD's disclosed diabetes-care margins will not describe Embecta. BD's own reported results include the business for every period before April 1, 2022.
Still live.
Catalyst clock
- 2021-05-06Separation announced
- 2021-12-21Form 10 filed
- 2022-02-03Form 10 last amended
- 2022-02-10Form 10 effective
- 2022-03-22Record date
- —When-issued trading opens
- 2022-04-01Distribution
- 2022-05-13First standalone earnings
- —Index inclusion announced
Performance since separation
| Embecta Corp. since separation | -82.85% |
|---|---|
| Becton, Dickinson and Company over the same window | -6.96% |
| S&P 500 (SPY) over the same window | +69.06% |
| Russell 2000 (IWM) over the same window | +44.51% |
| Excess over the S&P 500 | -151.91% |
| Excess over the Russell 2000 | -127.36% |
Measured from the first regular-way close on or after the distribution — 2022-04-01 at 30.50 — to 2026-08-21 at 5.23. Window: 4.4 years. Two benchmarks, because one is misleading: spin-offs are usually small companies, and across this period small caps lagged the S&P by several points a year on their own. Measured against the S&P alone, roughly a third of any shortfall is company size rather than the separation. Returns are arithmetic over end-of-day closing prices. Unlike every other figure on this page, they do not come from a filing.
Pre-distribution investor return
| Parent, announcement to separation | price history starts after the separation |
|---|---|
| Combined (Becton, Dickinson and Company + Embecta Corp.), pre-distribution to now | -5.38% |
| Combined excess over the S&P 500 | -74.92% |
| Combined excess over the Russell 2000 | -51.51% |
Combined treats a pre-spin holding as 1 Embecta share for every 5 BD shares valued at the parent's last close before regular post-spin trading resumed — 2022-03-31 at 204.02 — against that same basket today. That baseline is a practical proxy, not an attempt to isolate exactly how much value the separation transferred: for a large parent and a small spinco, ordinary day-to-day price noise can be bigger than the transfer itself.
Filings
Every fact on this page comes from one of these.
- 10-12Bfiled 2021-12-21 · 0001193125-21-363615Initial Form 10 registration statement
- 10-12B/Afiled 2022-02-03 · 0001193125-22-025989Final amendment; Ex-99.1 information statement carries the 1-for-5 ratio, the March 22 record date, the April 1 distribution and the 56,804,716 share estimate
- 8-Kfiled 2022-02-11 · 0001193125-22-035814Item 1.01 senior secured notes; states the Form 10 was declared effective February 10, 2022 and furnishes the final information statement
- 8-Kfiled 2022-04-06 · 0001193125-22-097622Item 5.01 completion: distribution effective 12:01 a.m. Eastern on April 1, 2022
- 8-Kfiled 2022-05-13 · 0001872789-22-000007Item 2.02 first results release as an independent company
Notes
BD's separation of its diabetes care business, essentially the pen-needle and syringe franchise. Classified non-focus-increasing: parent and spinco share a four-digit SIC and both remain medical device makers, so this separates scale rather than industry. That is a judgement about the businesses, not a lookup — a reader who thinks a commodity consumables business is genuinely distinct from BD's diagnostics and interventional segments would classify it the other way.