Form: FWP

Filing under Securities Act Rules 163/433 of free writing prospectuses

February 6, 2023

Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated February 6, 2023 Supplementing the Preliminary Prospectus Supplement dated February 6, 2023
Registration Statement No. 333-255829

Pricing Term Sheet

Becton Dickinson Euro Finance S.à r.l.
3.553% Notes due 2029
(the “Notes”)

Fully and Unconditionally Guaranteed by
Becton, Dickinson and Company

Issuer:
Becton Dickinson Euro Finance S.à r.l. (the “Company”)
   
Guarantor:
Becton, Dickinson and Company (the “Guarantor”)
   
Aggregate Principal Amount Offered:
€800,000,000
   
Maturity Date:
September 13, 2029
   
Trade Date:
February 6, 2023
   
Settlement Date:
February 13, 2023 (T+5)*
   
Type of Offering:
SEC Registered
   
Coupon (Interest Rate):
3.553%
   
Price to Public (Issue Price):
99.997% of principal amount
   
Underwriting Discount:
0.375%
   
Yield to Maturity:
3.556%
   
Spread to Benchmark German Government Security:
134.3 basis points
   
Benchmark German Government Security:
0.000% DBR due August 15, 2029
   
Benchmark German Government Security Price/Yield:
86.712% / 2.213%
   
Mid-Swap Yield:
2.856%
   
Spread to Mid-Swap Yield:
+70 basis points
   
Interest Payment Dates:
Annually, on September 13, commencing September 13, 2023
   
Day Count Convention:
ACTUAL/ACTUAL (ICMA)
   

Optional Redemption:
The Notes will be redeemable at the Company’s option, in whole or in part, at any time and from time to time prior to June 13, 2029 (3 months prior to the maturity date), at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the 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, plus accrued and unpaid interest, if any, to but excluding the date of redemption.
 
At any time on or after June 13, 2029 (3 months prior to the maturity date), the Notes will be redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to but excluding the redemption date.
   
Redemption for Tax Reasons:
If, as a result of any change in, or amendment to, the tax laws of a Taxing Jurisdiction (as defined in the preliminary prospectus supplement), or the official interpretation thereof, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts with respect to the Notes, the Company 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 to the date of redemption.
   
Change of Control:
If a change of control triggering event occurs, unless the Company has exercised its right to redeem the Notes as described under “Optional Redemption,” the Company will be required to make an offer to each holder of the outstanding Notes to repurchase all or any portion of such holder’s Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest to, but excluding, the date of purchase.
   
Form/Clearing Systems:
The Notes will be issued only in registered, book-entry form. There will be a global Note for each series of Notes deposited with a common safekeeper for Euroclear and Clearstream.
   
Listing:
Application will be made to have the Notes listed on Euronext Dublin for trading on the Global Exchange Market.
   
New Safekeeping Structure:
Yes, and the notes are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations
   
MiFID II Product Governance:
Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels)
   
UK MiFIR Product Governance:
Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels)
   
PRIIPs:
No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK
   
Common Code/ISIN:
258593227 / XS2585932275
   

Denominations:
€100,000 x €1,000
   
Stabilization:
Stabilization/FCA
   
Joint Book-Running Managers:
Barclays Bank PLC
Citigroup Global Markets Limited
Goldman Sachs & Co. LLC
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
MUFG Securities (Europe) N.V.
U.S. Bancorp Investments, Inc.
   
Co-Managers:
Academy Securities, Inc.
ING Bank N.V., Belgian Branch
Intesa Sanpaolo S.p.A.
KBC Bank NV
Loop Capital Markets LLC
PNC Capital Markets LLC
Siebert Williams Shank & Co., LLC
Standard Chartered Bank
TD Global Finance unlimited company


*
Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the Trade Date will generally be required, by virtue of the fact that the Notes initially settle on the fifth U.S. business day following the Trade Date, to specify an alternate settlement arrangement at the time of any such trade to prevent a  failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.

The Guarantor and the Issuer have filed a registration statement with the SEC (including a prospectus and a preliminary prospectus supplement), for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the Guarantor and the Issuer have filed with the SEC for more complete information about the Guarantor, the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Bank PLC toll-free at 1-888-603-5847, Citigroup Global Markets Limited toll-free at 1-800-831-9146 or Goldman Sachs & Co. LLC toll-free at 1-866-471-2526.

This pricing term sheet supplements the preliminary prospectus supplement dated February 6, 2023 relating to the prospectus dated May 6, 2021.

MiFID II and/or the UK MiFIR Product Governance Rules professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance and/or the UK MiFIR Product Governance Rules) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.