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Item 1.01. Entry into a Material Definitive Agreement

Notes Offering

On February 12, 2021, Becton Dickinson Euro Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Becton Finance”) and an indirect, wholly-owned subsidiary of Becton, Dickinson and Company (“BD”), issued  €600,000,000 aggregate principal amount of its 1.213% Notes due February 12, 2036 ( the “Notes”) in an underwritten public offering.

Indenture and Supplemental Indenture

The Notes were issued pursuant to the indenture, dated May 17, 2019, among Becton Finance, as issuer, BD, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), as amended and supplemented by the Second Supplemental Indenture thereto, dated as of February 12, 2021 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The Notes are fully and unconditionally guaranteed on a senior unsecured basis by BD.

Becton Finance may, at its option, redeem the Notes, in whole or in part, (A) at any time prior to November 12, 2035 (three months prior to the maturity date), at a redemption price equal to the greater of 100% of the principal amount to be redeemed and a “make-whole” amount described in the Second Supplemental Indenture, in each case plus accrued and unpaid interest, if any, to but excluding the date of redemption, and (B) at any time on or after November 12, 2035 (three months prior to the maturity date), at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the Notes being redeemed.

Becton Finance will, subject to certain exceptions and limitations set forth in the Second Supplemental Indenture, pay as additional interest on the Notes such additional amounts as are necessary in order that the net payment by Becton Finance of the principal of and interest on each of the Notes to a holder after withholding or deduction solely with respect to any present or future tax, assessment or other governmental charge imposed by Luxembourg, the United States, or any other jurisdiction in which Becton Finance or BD or, in each case, any successor thereof, may be organized, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), will not be less than the amount provided in the Notes to be then due and payable. If, as a result of any change in, or amendment to, the tax laws of a Taxing Jurisdiction, or an official interpretation thereof, Becton Finance becomes or, based upon a written opinion of independent counsel selected by Becton Finance, will become obligated to pay additional amounts with respect to the Notes, Becton Finance may at any time at its option redeem, in whole, but not in part, the Notes at 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Second Supplemental Indenture), each holder of the Notes will have the right to require Becton Finance to repurchase all or a portion of that holder’s Notes (in integral multiples of €1,000) at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the rights of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date, unless Becton Finance has earlier exercised its right to redeem the Notes as described above.

Each of the following constitutes an event of default under the Indenture with respect to the Notes: (1) failure to pay any installment of interest on the Notes when due and payable, continued for 30 days; (2) failure to pay the principal when due of the Notes, whether at stated maturity or otherwise; (3) failure to observe or perform any other covenants, conditions or agreements of Becton Finance or BD with respect to the Notes for 60 days after Becton Finance receives notice of such failure; (4) certain events of bankruptcy, insolvency or reorganization of Becton Finance or BD; or (5) BD’s guarantee ceases to be in full force and effect.  If an event of default occurs, the principal amount of the Notes may be accelerated pursuant to the Indenture.

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The Indenture includes requirements that must be met if Becton Finance or BD consolidates or merges with, or sells all or substantially all of their respective assets to, another entity.  The Indenture also contains certain restrictive covenants with respect to Becton Finance and BD, including a limitation on liens, a restriction on sale and leasebacks and a restriction on Becton Finance’s activities that are inconsistent with its designation as a finance subsidiary.

The foregoing summary is qualified in its entirety by reference to the text of the Base Indenture, a copy of which is incorporated by reference herein from Exhibit 4.7 to BD’s Post-Effective Amendment No. 1 to BD’s Registration Statement on Form S-3 filed on May 17, 2019, the Second Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and the Form of 1.213% Note due February 12, 2036, a copy of which is filed herewith as Exhibit 4.2.

The Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to repay the entire €600,000,000 aggregate principal amount outstanding of its 0.174% Notes due 2021 (the “0.174% Notes”), and to pay accrued interest, related premiums, fees and expenses in connection therewith.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated by reference into this Item 2.03.

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