Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): February 6, 2023

BECTON, DICKINSON AND COMPANY

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

Item 8.01 Other Events.

On February 6, 2023, (i) Becton, Dickinson and Company (“BD”) entered into an underwriting agreement (the “BD Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein (the “BD Underwriters”), in connection with the offer and sale by BD to the BD Underwriters (the “BD Offering”) of $800,000,000 aggregate principal amount of 4.693% Notes due 2028 (the “BD Notes”) and (ii) 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 BD, together with BD, entered into an underwriting agreement (the “Becton Finance Underwriting Agreement”) with Barclays Bank PLC, Citigroup Global Markets Limited and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein (the “Becton Finance Underwriters”, and together with the BD Underwriters, the “Underwriters”) in connection with the offer and sale by Becton Finance to the Becton Finance Underwriters (the “Becton Finance Offering,” and together with the BD Offering, the “Offerings”) of €800,000,000 aggregate principal amount of 3.553% Notes due 2029 (the “Becton Finance Notes”, and together with the BD Notes, the “Notes”).  BD expects that the Offerings will be completed on or about February 13, 2023, subject to customary closing conditions.

BD expects to use the net proceeds from the BD Offering, together with cash on hand, to (a) repay the entire €300 million aggregate principal amount outstanding of its 1.401% Notes due 2023, (b) repay the entire €400 million aggregate principal amount outstanding of its 0.000% Notes due 2023 and (c) pay accrued interest, related premiums, fees and expenses in connection therewith, with any remaining net proceeds to be used for general corporate purposes.  BD and Becton Finance expect to use the net proceeds from the Becton Finance Offering, together with cash on hand, to repay the entire €800 million aggregate principal amount outstanding of Becton Finance’s 0.632% Notes due 2023, and to pay accrued interest, related premiums, fees and expenses in connection therewith, with any remaining net proceeds to be used for general corporate purposes.

To the extent that any of the Underwriters or their respective affiliates own any series of BD’s or Becton Finance’s outstanding debt, such Underwriters or their respective affiliates may receive a portion of the net proceeds from one or both of the Offerings.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the BD Underwriting Agreement and the Becton Finance Underwriting Agreement, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 hereto, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BECTON, DICKINSON AND COMPANY (Registrant)
	By:	/s/ Gary DeFazio
		Gary DeFazio Senior Vice President and Corporate Secretary

Date: February 7, 2023

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