Becton, Dickinson and (BDX) 8-KCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 8, 2024

(201) 847-6800

N/A

Euro-denominated Notes Offering

On February 8, 2024, Becton, Dickinson and Company (“BD”) issued €750,000,000 aggregate principal amount of its 3.519% Notes due February 8, 2031 (the “Euro Notes”) in an underwritten public offering pursuant to the indenture, dated March 1, 1997, between BD and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).

BD may, at its option, redeem the Euro Notes, in whole or in part, at any time and from time to time prior to November 8, 2030 (three months prior to the maturity date of the Euro Notes), at a redemption price equal to the greater of (1) 100% of the principal amount of the Euro Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments on the Euro 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.

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 additional amounts with respect to the Euro Notes, BD may at any time at its option redeem, in whole, but not in part, the Euro Notes at 100% of the principal amount plus accrued and unpaid interest to the date of redemption.

If a Change of Control Triggering Event (as defined in the Euro Notes) occurs with respect to the Euro Notes, unless BD has exercised its right to redeem the Euro Notes as described above, BD will be required to make an offer to each holder of the outstanding Euro Notes to repurchase all or any portion of such holder’s Euro Notes at a purchase price of 101% of the principal amount plus accrued and unpaid interest to, but excluding, the date of purchase, subject to the rights of holders of the Euro Notes on the relevant record date to receive interest due on the relevant interest payment date.

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

The Indenture includes requirements that must be met if BD consolidates or merges with, or sells all or substantially all of BD’s assets to, another entity.

The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is incorporated by reference from Exhibit 4(a) to BD’s Current Report on Form 8-K filed on July 31, 1997, and the Form of 3.519% Notes due February 8, 2031, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K.

BD expects to use the net proceeds from the offering of the Euro Notes to repay the $144 million aggregate principal amount outstanding of its 3.875% Notes due 2024, and the $998 million aggregate principal amount outstanding of its 3.363% Notes due 2024, and to use cash on hand to pay accrued interest, related premiums, fees and expenses in connection therewith.  Pending the final application of the net proceeds from the offering of the Euro Notes, BD may use such proceeds temporarily for general corporate purposes.

USD-denominated Notes Offering

On February 8, 2024, BD issued (i) $625,000,000 aggregate principal amount of its 4.874% Notes due February 8, 2029 (the “2029 Notes”) and (ii) $550,000,000 aggregate principal amount of its 5.110% Notes due February 8, 2034 (the “2034 Notes” and, together with the 2029 Notes, the “USD Notes”) in an underwritten public offering pursuant to the Indenture.

BD may, at its option, redeem the USD Notes, in whole or in part, at any time and from time to time prior to (i) January 8, 2029 (one month prior to the maturity date (the “2029 Par Call Date”)) with respect to the 2029 Notes and (ii) November 8, 2033 (three months prior to the maturity date (the “2034 Par Call Date,” and, together with the 2029 Par Call Date, the “Par Call Dates”)) with respect to the 2034 Notes, in each case, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (a) 100% of the principal amount of the USD Notes to be redeemed and (b) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming each series of USD Notes matured on its respective Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement, dated February 5, 2024, relating to the offering of the USD Notes offered hereby) plus (x) 15 basis points for the 2029 Notes and (y) 15 basis points for the 2034 Notes, in each case, less (ii) interest accrued to the date of redemption. In each case, the redemption price will also include accrued and unpaid interest thereon to, but excluding, the redemption date.

If a Change of Control Triggering Event (as defined in the Indenture) occurs in respect of a series of USD Notes, unless BD has exercised its right to redeem the USD Notes as described above, BD will be required to make an offer to each holder of outstanding USD Notes of the applicable series to repurchase all or any portion (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that holder’s USD Notes 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 USD Notes on the relevant record date to receive interest due on the relevant interest payment date.

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

The Indenture includes requirements that must be met if BD consolidates or merges with, or sells all or substantially all of BD’s assets to, another entity.

The foregoing summary is qualified in its entirety by reference to the text of the Indenture, a copy of which is incorporated by reference to Exhibit 4(a) to BD’s Current Report on Form 8-K filed on July 31, 1997, the Form of 4.874% Notes due February 8, 2029 and the Form of 5.110% Notes due February 8, 2034, copies of which are filed herewith as Exhibit 4.2 and Exhibit 4.3, respectively.

BD expects to use the net proceeds from the offering of the USD Notes to repay the $998 million aggregate principal amount outstanding of its 3.363% Notes due 2024, and the $875 million aggregate principal amount outstanding of its 3.734% Notes due 2024, and to use cash on hand to pay accrued interest, related premiums, fees and expenses in connection therewith. Pending the final application of the net proceeds from the offering of the USD Notes, BD may use such proceeds temporarily for general corporate purposes.

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.