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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act          ☐

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Item 1.01. Entry into a Material Definitive Agreement

Subsidiary Notes Offering

On August 13, 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  €900,000,000 aggregate principal amount of its 0.334% Notes due August 13, 2028 (the “2028 Notes”) and €900,000,000 aggregate principal amount of its 1.336% Notes due August 13, 2041 ( the “2041 Notes” and, together with the 2028 Notes, the “Becton Finance Notes”) in an underwritten public offering.

Indenture and Supplemental Indenture

The Becton Finance 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 “Becton Finance Base Indenture”), as amended and supplemented by the Third Supplemental Indenture thereto, dated as of August 13, 2021 (the “Becton Finance Third Supplemental Indenture” and, together with the Becton Finance Base Indenture, the “Becton Finance Indenture”).

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

Becton Finance may, at its option, redeem the Becton Finance Notes, in whole or in part, at any time prior to (i) May 13, 2028 with respect to the 2028 Notes and (ii) February 13, 2041 with respect to the 2041 Notes, at a redemption price equal to the greater of (1) 100% of the principal amount to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the Becton Finance Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 20 basis points in the case of the 2028 Notes and 25 basis points in the case of the 2041 Notes, plus accrued and unpaid interest, if any, to but excluding the date of redemption.  At any time on or after (i) May 13, 2028 with respect to the 2028 Notes and (ii) February 13, 2041 with respect to the 2041 Notes, the Becton Finance Notes will be redeemable at Becton Finance’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Becton Finance Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the Becton Finance Notes being redeemed.

Becton Finance or, in the case of its guarantee, BD, will, subject to certain exceptions and limitations set forth in the Becton Finance Third Supplemental Indenture, pay as additional interest on the Becton Finance 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 Becton Finance 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 Becton Finance 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 such additional amounts with respect to the Becton Finance Notes, Becton Finance may at any time at its option redeem, in whole, but not in part, the Becton Finance Notes at 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

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Each of the following constitutes an event of default under the Becton Finance Indenture with respect to the Becton Finance Notes: (1) failure to pay any installment of interest on the Becton Finance Notes when due and payable, continued for 30 days; (2) failure to pay the principal when due of the Becton Finance 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 Becton Finance 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 Becton Finance Notes may be accelerated pursuant to the Becton Finance Indenture.

The foregoing summary is qualified in its entirety by reference to the text of the Becton Finance Base Indenture, a copy of which is incorporated by reference herein from Exhibit 4.7 to BD’s Registration Statement on Form S-3 filed on May 6, 2021, the Becton Finance Third Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, the Form of 0.334% Notes due August 13, 2028 and the Form of 1.336% Notes due August 13, 2041, copies of which are filed herewith as Exhibit 4.2 and Exhibit 4.3, respectively.

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.

Becton, Dickinson and Company Notes Offering

Additionally, on August 13, 2021, BD issued (i) €400,000,000 aggregate principal amount of its 0.000% Notes due August 13, 2023 (the “2023 Notes”) and (ii) €500,000,000 aggregate principal amount of its 0.034% Notes due August 13, 2025 (the “2025 Notes” and, together with the 2023 Notes, the “BD Notes” and, together with the Becton Finance Notes, the “Notes”) in an underwritten public offering.

The BD Notes were issued pursuant to the indenture, dated March 1, 1997, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (the “BD Indenture”). Each of the 2023 Notes and the 2025 Notes is listed on the New York Stock Exchange under the symbol BDX/23B and BDX/25A, respectively.

BD may, at its option, redeem the BD Notes, in whole or in part, (i) at any time with respect to the 2023 Notes and (ii) at any time prior to July 13, 2025 with respect to the 2025 Notes, in each case, at a redemption price equal to the greater of (1) 100% of the principal amount to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the BD Notes being redeemed, discounting such payments to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate, plus 10 basis points in the case of the 2023 Notes and 15 basis points in the case of the 2025 Notes, plus accrued and unpaid interest, if any, to but excluding the date of redemption.  At any time on or after July 13, 2025 with respect to the 2025 Notes, the 2025 Notes will be redeemable at BD’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the principal balance of the 2025 Notes being redeemed.

BD will, subject to certain exceptions and limitations set forth in the terms of the BD Notes, pay as additional interest on the BD Notes such additional amounts as are necessary in order that the net payment by BD of the principal of and interest on each of the BD Notes to a holder after withholding or deduction solely with respect to any present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States, will not be less than the amount provided in the BD Notes to be then due and payable. If, as a result of any change in, or amendment to, the tax laws of the United States or the official interpretation thereof, BD becomes or, based upon a written opinion of independent counsel selected by BD, will become obligated to pay such additional amounts with respect to the BD Notes, BD may at any time at its option redeem, in whole, but not in part, the BD Notes at 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption.

Upon the occurrence of a Change of Control Triggering Event (as defined in the BD Notes) with respect to either series of BD Notes, each holder of outstanding BD Notes of the applicable series will have the right to require BD to purchase all or a portion of that holder’s BD 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 the date of purchase, subject to the rights of holders of such BD Notes on the relevant record date to receive interest due on the relevant interest payment date, unless BD has earlier exercised its right to redeem the applicable series of BD Notes as described above.

Each of the following constitutes an event of default under the BD Indenture with respect to the BD Notes: (1) failure to pay any installment of interest on the BD Notes when due and payable, continued for 30 days; (2) failure to pay the principal when due of the BD Notes, whether at its stated maturity or otherwise; (3) failure to observe or perform any other covenants, conditions or agreements of BD with respect to the BD Notes for 60 days after BD receives notice of such failure; or (4) certain events of bankruptcy, insolvency or reorganization.

The BD Indenture includes requirements that must be met if BD consolidates or merges with, or sells all or substantially all of its assets to, another entity.  The BD Indenture also contains certain restrictive covenants with respect to BD and its restricted subsidiaries, including a limitation on liens and a restriction on sale and leasebacks.

The foregoing summary is qualified in its entirety by reference to the text of the BD Indenture, a copy of which is incorporated by reference herein from Exhibit 4.1 to BD’s Registration Statement on Form S-3 filed on May 6, 2021, the Form of 0.000% Notes due August 13, 2023 and the Form of 0.034% Notes due August 13, 2025, copies of which are filed herewith as Exhibit 4.4 and Exhibit 4.5, respectively.

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