BDX 8-K
Becton Dickinson & Co (BDX)
8-K
2026-05-20
For: 2026-05-20
View Original
Added on
May 20, 2026
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): May 20, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(201 ) 847-6800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which
Registered
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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 ☐
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 ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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Subsidiary Notes Offering
On May 20, 2026, 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 3.855% Notes due 2033 (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 Sixth Supplemental Indenture thereto, dated as of May 20, 2026 (the “Becton Finance Sixth 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 and from time to time prior to February 20, 2033
(three months prior to the maturity date of the Becton Finance Notes) at a redemption price equal to the greater of (a) 100% of the principal amount to be redeemed and (b) 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 15 basis points, plus accrued and unpaid interest, to but
excluding the date of redemption on the principal balance of the Becton Finance Notes being redeemed. At any time on or after February 20, 2033, the Becton Finance Notes will be redeemable at Becton Finance’s option, in whole or in part, at any
time and from time to time at a redemption price equal to 100% of the principal amount of the Becton Finance Notes to be redeemed, plus accrued and unpaid interest hereon to, but excluding, the redemption date.
Becton Finance or, in the case of its guarantee, BD, will, subject to certain exceptions and limitations set forth in the BD Finance Sixth 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.
If a Change of Control Triggering Event (as defined in the Becton Finance Sixth Supplemental Indenture) occurs with respect to the Becton Finance
Notes, unless Becton Finance has exercised its right to redeem the Becton Finance Notes as described above, Becton Finance will be required to make an offer to each holder of outstanding Becton Finance Notes to repurchase all or any portion (equal
to €1,000 or an integral multiple of €1,000 in excess thereof) of that holder’s Becton Finance 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 Becton Finance 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 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 Becton Finance 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 Becton Finance Indenture also contains certain restrictive covenants with respect to Becton Finance, BD and its restricted subsidiaries, 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 Becton Finance Base Indenture, a copy of which is incorporated by
reference herein from Exhibit 4.7 to BD’s Post-Effective Amendment to the Registration Statement on Form S-3 filed on May 17, 2019, the Becton Finance Sixth Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1, and the Form of
3.855% Notes due 2033, a copy of which is filed herewith as Exhibit 4.2.
BD and Becton Finance expect to use the net proceeds from the Becton Finance Offering, together with cash on hand, to repay the entire aggregate
principal amount outstanding of Becton Finance’s 1.208% Notes due June 4, 2026, and to pay accrued interest, fees and expenses in connection therewith, with any remaining net proceeds to be used for general corporate purposes.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
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The information included in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description |
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Sixth Supplemental Indenture, dated as of May 20, 2026, among Becton Dickinson Euro Finance S.à r.l., as issuer, Becton, Dickinson and Company, as guarantor, and The Bank of
New York Mellon Trust Company, N.A., as trustee.
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Form of 3.855% Notes due May 20, 2033 of Becton Dickinson Euro Finance S.à r.l.
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Opinion of Stephanie Kelly, Chief Securities and Governance Counsel, Corporate Secretary of Becton, Dickinson and Company, relating to the Becton Finance Notes.
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Opinion of Loyens & Loeff Luxembourg S.à r.l., relating to the Becton Finance Notes.
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, relating to the Becton Finance Notes.
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Consent of Stephanie Kelly, Chief Securities and Governance Counsel, Corporate Secretary of Becton, Dickinson and Company (included as part of Exhibit 5.1).
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Consent of Loyens & Loeff Luxembourg S.à r.l. (included as part of Exhibit 5.2).
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.3).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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BECTON, DICKINSON AND COMPANY
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(Registrant)
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By:
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/s/ Stephanie Kelly
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Stephanie Kelly
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Chief Securities and Governance Counsel and Corporate Secretary
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Date: May 20, 2026
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Exhibit 4.1
BECTON DICKINSON EURO FINANCE S.À R.L.
as Issuer
BECTON, DICKINSON AND COMPANY
as Guarantor
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of May 20, 2026
3.855% Notes due 2033
TABLE OF CONTENTS
Page
ARTICLE I
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Section 1.1
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Definitions.
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Section 1.2
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Terms of the Notes
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Section 1.3
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Interest
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Section 1.4
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Guarantee
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Section 1.5
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Issuance in Euro
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Section 1.6
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Optional Redemption
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Section 1.7
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Offer to Repurchase Upon Change of Control Triggering Event
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Section 1.8
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Payment of Additional Amounts
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Section 1.9
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Redemption for Tax Reasons
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ARTICLE II
MISCELLANEOUS
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Section 2.1
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Business Day
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Section 2.2
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Confirmation of Indenture
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Section 2.3
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Concerning the Trustee
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Section 2.4
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Governing Law
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Section 2.5
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Separability
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Section 2.6
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Duplicate Originals
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Section 2.7
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No Benefit
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Exhibit A FORM OF NOTE
i
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of May 20, 2026, among 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, having its registered office at 412 F route d’Esch, L-1471 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B234229 (the “Company”), Becton, Dickinson and Company, a New Jersey corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee
(the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantor and the Trustee executed and delivered an indenture, dated as of May 17, 2019
(the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), to provide for the issuance by
the Company from time to time of its debentures, notes or other evidences of indebtedness to be issued in one or more series, which may be fully and unconditionally guaranteed by the Guarantor.
WHEREAS, the Company has authorized the issuance of €600,000,000 aggregate principal amount of 3.855% Notes due 2033 (the “Notes”).
WHEREAS, each of the Company and the Guarantor desire to enter into this Supplemental Indenture pursuant to Section 9.01 of the Base Indenture to
establish the form and terms of the Notes in accordance with Sections 2.01 and 2.03 of the Base Indenture.
WHEREAS, the Guarantor desires to guarantee the Notes (the “Guarantee”) on the terms set
forth in Article 10 of the Base Indenture.
WHEREAS, Section 9.01(f) of the Base Indenture permits the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to
make any change that does not materially and adversely affect the rights of any Holder of outstanding Securities.
WHEREAS, the changes to the Base Indenture contemplated in this Supplemental Indenture comply with the requirements of Section 9.01(f).
WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture.
WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms have been done.
NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the Company, the Guarantor and the
Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:
(1) Capitalized terms used but not defined in this Supplemental Indenture shall have the meanings ascribed thereto in the Base Indenture.
(2) A term defined anywhere in this Supplemental Indenture has the same meaning throughout.
(3) The singular includes the plural and vice versa.
(4) Headings are for convenience of reference only and do not affect the interpretation.
(5) As used herein, the following defined terms shall have the following meanings with respect to the Notes and this Supplemental Indenture only:
“Business Day” means any day that is not a
Saturday or Sunday and that is not a day on which banking institutions are authorized or obligated by law or executive order to close in the City of New York or London and on which the Trans-European Automated Real-time Gross Settlement Express
Transfer system (the TARGET2 system), or any successor thereto, operates.
“Change of Control” means the occurrence of any
one of the following: (i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Guarantor
and its subsidiaries taken as a whole to any Person (including any “person” (as that term is defined in Section 13(d)(3) of the Exchange Act)) other than to the Guarantor or one of its subsidiaries; (ii) the consummation of any transaction
(including without limitation, any merger or consolidation) the result of which is that any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)), other than us or one of our subsidiaries, becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Guarantor or other Voting Stock into which the Guarantor’s Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (iii) the adoption of a plan relating to the liquidation or dissolution of the Guarantor. Notwithstanding the foregoing, a transaction will
not be considered to be a Change of Control if (a) the Guarantor becomes a direct or indirect wholly-owned subsidiary of a holding company and (b) (x) immediately following that transaction, the direct or indirect holders of the Voting Stock of the
holding company are substantially the same as the holders of the Guarantor’s Voting Stock immediately prior to that transaction or (y) immediately following that transaction, no Person is the beneficial owner, directly or indirectly, of more than
50% of the Voting Stock of such holding company.
2
“Change of Control Triggering Event” means the
Notes are rated below Investment Grade by each of the Rating Agencies on any date during the period (the “Trigger Period”) commencing on the date of the first public announcement by the
Guarantor of any Change of Control (or pending Change of Control) and ending 60 days following consummation of that Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the
Rating Agencies has publicly announced that it is considering a possible ratings downgrade and the downgrade would result in a Change of Control Triggering Event). Unless at least two of the Rating Agencies are providing a rating for the Notes at
the commencement of any Trigger Period, the Notes will be deemed to be rated below Investment Grade by the Rating Agencies during that Trigger Period. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have
occurred in connection with (i) any particular Change of Control unless and until such Change of Control has actually been consummated or (ii) any reduction in rating if the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Company in writing at the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in
respect of, a Change of Control (whether or not the Change of Control shall have occurred at the time of the reduction in rating). In no event shall the Trustee be charged with the responsibility of monitoring the Company’s ratings.
“Clearstream” means Clearstream Banking S.A.
“Common Safekeeper” means, with respect to Notes issued in the form of a Global Note in
accordance with the New Safekeeping Structure, Euroclear, which is the entity elected by the Paying Agent as Common Safekeeper, or such successor as Euroclear shall designate.
“Common Service Provider” means, with respect to Notes issued in the form of a Global Note
in accordance with the New Safekeeping Structure, The Bank of New York Mellon, London Branch, which is the entity appointed by the ICSDs to service the Notes, or such successor as the ICSDs shall designate.
“Code” means the U.S. Internal Revenue Code of
1986, as amended.
“Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage
(rounded to three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond
prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by the Company.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate
calculation, at the discretion of an independent investment bank selected by the Company, a German federal government bond whose maturity is closest to the maturity of the Notes to be redeemed (assuming such notes to be redeemed matured on February
20, 2033 (three months prior to the maturity date of the Notes)), or if such independent investment bank in its discretion determines that such similar bond is not in issue, such other German federal government bond as such independent investment
bank may, with the advice of three brokers of, and/or market makers in, German federal government bonds selected by the Company, determine to be appropriate for determining the Comparable Government Bond Rate.
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“euro” or “€”
means the lawful currency of the member states of the European Monetary Union that have adopted the euro as their currency.
“Euroclear” means Euroclear Bank SA/NV.
“Fitch” means Fitch Ratings, Inc. and its successors.
“Global Note(s)” means one or more permanent, registered securities in
global form and includes any Global Note intended to be held under the New Safekeeping Structure and registered in the name of a nominee for the Common Safekeeper.
“ICSD(s)” means Clearstream and/or Euroclear, as the case may be
and/or any additional or alternative clearing system approved by the Company (provided that such additional or alternative clearing system must also be authorized to hold a Global Note as eligible collateral for Eurosystem monetary policy and
intra-day credit operations) collectively.
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its
equivalent under any successor rating category of Moody’s); and a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and a rating of BBB- or better by Fitch (or its equivalent under any successor
rating category of Fitch) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by the Guarantor in accordance with the definition of “Rating Agency.”
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of
Moody’s Corporation, and its successors.
“New Safekeeping Structure” or “NSS” means a structure where a Global Note is registered in the name of a Common Safekeeper (or its nominee) for Euroclear and/or Clearstream and will be deposited
on or about the issue date with the Common Safekeeper for Euroclear and/or Clearstream.
“Paying Agent” means The Bank of New York Mellon, London Branch, or
any successor thereto.
“Person” means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Rating Agency” means each of Fitch, Moody’s and
S&P; provided, that if any of Fitch, Moody’s or S&P ceases to provide rating services to issuers or investors or fails to make a rating of the Notes publicly available for reasons outside of the Company’s or the Guarantor’s control, the
Company may appoint a replacement for that Rating Agency.
“Remaining Scheduled Payments” means the remaining scheduled payments of the principal and
interest on the Notes called for redemption that would be due after the related redemption date but for such redemption up to February 20, 2033 (three months prior to the maturity date of the Notes); provided, however, that, if such redemption date
is not an interest payment date with respect to such Notes, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
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“S&P” means S&P Global Ratings, a division of S&P Global
Inc., and its successors.
“Voting Stock” of any specified Person as of any date
means the capital stock of that Person that is at the time entitled to vote generally in the election of the board of directors of that Person.
(1) Designation and Principal Amount. The Notes shall be issued by the Company and shall constitute a separate series of Notes having the title “3.855% Notes due 2033”, which is initially limited in aggregate principal amount to €600,000,000.
In the case of a Global Note intended to be held under the New Safekeeping Structure, save for the purposes of determining Notes
that are outstanding for consent or voting purposes under the Base Indenture, the Trustee shall rely on the records of the ICSDs in relation to any determination of the principal amount outstanding of such Global Note. For this purpose, “records”
means the records that each of the ICSDs holds for its customers which reflect the amount of such customer’s interest in the Notes.
(2) Maturity. The Notes will mature on May 20, 2033.
(3) Authorized Denominations. The Notes will be issued in fully registered form in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
The registered Holder of a Note will be treated as its owner for all purposes. Only registered Holders will have rights under the Indenture governing the Notes.
(4) Additional Notes. The Company may, from time to time, without notice to or the consent of the existing Holders of the Notes, issue additional Notes under the
Indenture having the same terms as the Notes in all respects, except for issue date, issue price and the initial interest payment date. Any such additional Notes shall be consolidated with and form a single series with the Notes.
(5) Authentication. The Notes will be issued in the form of Global Notes, deposited with, or on behalf of, the Common Safekeeper and registered in the name of a nominee
of Euroclear as Common Safekeeper, for credit by the Common Safekeeper to the respective accounts of beneficial owners represented thereby (or such other accounts as they may direct). Holders of beneficial interests in the Notes will not be
entitled to receive physical delivery of certificated notes except in certain limited circumstances. The Trustee may authenticate the Notes with manual or electronic signature.
(6) Form of Effectuation Instruction of the Note. The Paying Agent’s form of Effectuation Instructions shall be in substantially the following form:
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Issuer: Becton Dickinson Euro Finance S.à r.l.,
Currency and nominal Amount: €600,000,000
ISIN: XS3368849348
Dear Sir/Madam,
We hereby instruct you to effectuate the global note.
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Dated: May 20, 2026
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THE BANK OF NEW YORK MELLON,
LONDON BRANCH
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As Paying Agent
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By:
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Authorized Signatory
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(7) Effectuation. No Global Note shall be valid or obligatory for any purposes until it has been effectuated for or on behalf of the Common Safekeeper.
Section
1.3 Interest. The Company or, in the case of the Guarantee, the Guarantor, will make interest payments to the Person in whose name the Notes are registered on the Business Day on
which each of Euroclear and Clearstream is open for business preceding the interest payment date of each year. Payments of interest and principal on Notes in global form registered in the name of a nominee of the
Common Safekeeper, including payments made upon any redemption of the Notes, will be made in immediately available funds to the ICSDs or to the nominee of the Common Safekeeper, as the case may be, as the registered holder of the Global Notes.
The rights of Holders of beneficial interests of Notes to receive the payments of interest on such Notes are subject to the applicable procedures of the Common Safekeeper. If any interest payment date is not a Business Day, payment of interest
will be made on the next day that is a Business Day and no interest will accrue as a result of such delayed payment on amounts payable from and after such interest payment date to the next succeeding Business Day. Interest on the Notes will be
computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Notes (or from May 20, 2026, if no interest
has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association. The Notes shall
bear interest at a rate of 3.855% per annum.
Section
1.4 Guarantee. The Notes and the Company’s obligations under the Indenture are fully and unconditionally guaranteed by the Guarantor pursuant to Article 10 of the Base Indenture.
6
Section 1.5 Issuance in Euro.
Initial Holders of the Notes will be required to pay for the Notes in euros, and principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be payable in euros. If, on or
after May 11, 2026, the euro is unavailable to the Company or, in the case of the Guarantee, the Guarantor, due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or the euro is no
longer used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in
respect of the Notes or the Guarantee will be made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantee, the Guarantor, or so used. The amount payable on any date in euro will be converted into U.S.
dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on
the basis of the most recent euro/U.S. dollar exchange rate available on or prior to the second Business Day prior to the relevant payment date, as determined by the Company in its sole discretion. Any payment in respect of the Notes so made in
U.S. dollars will not constitute an Event of Default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the
foregoing.
Section 1.6 Optional Redemption.
(1) The Company may, at its option, redeem the Notes, in whole or in part, at any time and from time to time prior to February 20, 2033 (three months prior to the maturity date of the Notes) (the “Par
Call Date”) at a redemption price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) 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 15 basis points, plus accrued and unpaid interest to, but excluding,
the date of redemption on the principal balance of the Notes being redeemed. At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time 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 date of redemption.
(2) The Trustee shall have no responsibility for calculating any redemption prices under this Section 1.6.
(3) Notice of any redemption shall be mailed or otherwise transmitted in accordance with the applicable procedures of the ICSDs to the Holders of the applicable Notes or portions thereof called for redemption not less than 10 days and not more
than 30 days before the redemption date of the Notes being redeemed. Unless the Company defaults on payment of the redemption price, on and after the redemption date, the Notes or any portion of the Notes called for redemption shall stop
accruing interest. On or before any redemption date, the Company shall deposit with the Paying Agent or the Trustee money sufficient to pay the accrued interest on the Notes to be redeemed and their redemption price. A partial redemption of
Notes may be effected pursuant to applicable procedures of the ICSDs’ or the Paying Agent and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for such Notes or any integral multiple of
€1,000 in excess thereof) of the principal amount of such Notes of a denomination larger than the minimum authorized denomination for such Notes.
7
Section 1.7 Offer to Repurchase Upon Change of Control Triggering Event. If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes pursuant to Section 1.6 or Section 1.9 hereof, the Company will be required
to make an offer (the “Change of Control Offer”) to each Holder of outstanding Notes to repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess
thereof) of that Holder’s 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 the Notes on the relevant
record date to receive interest due on the relevant interest payment date.
(1) Within 30 days following the date upon which the Change of Control Triggering Event has occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company
shall send in accordance with the applicable procedures of Euroclear or Clearstream, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of
Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date must be no earlier than 30 days nor later than 60 days from the date the notice is sent, other than as may be required by law (the “Change of Control Payment Date”). If the notice is sent prior to the date of consummation of the Change of Control, it shall state that the Change of Control Offer is conditioned on the
Change of Control being consummated on or prior to the Change of Control Payment Date.
(2) On the Change of Control Payment Date, the Company will, to the extent lawful:
(a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(b) deposit with the Trustee or the Paying Agent the required payment for all properly tendered Notes or portions of Notes not validly withdrawn; and
(c) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.
(3) The Company shall not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the
Company and that third party purchases all Notes properly tendered and not withdrawn under its offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions herein, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have breached the Company’s obligations under the provisions herein by virtue of such conflicts.
8
(4) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such notes in a Change of Control Offer and the Company, or any third party making such an offer in lieu of the
Company as in Section 1.7(3), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 days’ nor more than 60 days’ prior notice, provided that
such notice is given not more than 30 days following such repurchase pursuant to the Change of Control Offer described in this Section 1.7, to redeem all Notes that remain outstanding following such purchase on a date specified in such notice
(the “Second Change of Control Payment Date”) and at a price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the
Notes repurchased to, but not including, the Second Change of Control Payment Date.
Section 1.8 Payment of Additional Amounts. The Company or, in the case of the Guarantee, the Guarantor, will, subject to the exceptions and limitations set forth below, pay as
additional interest on the Notes such additional amounts as are necessary in order that the net payment by the Company or a Paying Agent 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 the Company or the Guarantor or, in each case, any successor thereof (including a continuing
Person formed by a consolidation with the Company or Guarantor, into which the Company or Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or the Guarantor) 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; provided, however, that the foregoing obligation to pay additional amounts will not apply:
(1) to any tax, assessment or other governmental charge that would not have been imposed but for the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of
the Holder, or a person holding a power over an estate or trust administered by a fiduciary Holder, being treated as:
(a) being or having been present in, or engaged in a trade or business in, the relevant Taxing Jurisdiction, or having or having had a permanent establishment in such Taxing Jurisdiction;
(b) having a current or former connection with the relevant Taxing Jurisdiction (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the
enforcement of any rights under the Indenture), including being or having been a citizen of such Taxing Jurisdiction or treated as being or having been a resident thereof;
(c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a corporation
that has accumulated earnings to avoid United States federal income tax;
(d) being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the Code, or any successor provision, of the Company or the Guarantor; or
9
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor
provision;
(2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the
fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its
beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the
nationality, residence, identity or connection with the relevant Taxing Jurisdiction of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the relevant Taxing Jurisdiction or any taxing authority
therein or by an applicable income tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment;
(5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
(6) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which
payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(7) to any tax assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is
substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”),
any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of
FATCA;
(8) to any tax assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes
due or is duly provided for, whichever occurs later;
(9) to any tax, assessment or other governmental charge that is imposed by reason of the failure of the beneficial owner to fulfill the statement requirements of section 871(h) or section 881(c) of the Code;
10
(10) to any tax imposed pursuant to section 871(h)(6) or section 881(c)(6) of the Code (or any amended or successor provisions);
(11) to any tax imposed pursuant to the Luxembourg law dated 23 December 2005 as amended from time to time; or
(12) in the case of any combination of the above clauses (1) through (11) under this Section 1.8.
Except as specifically provided under this Section 1.8, the Company or the Guarantor will not be required to pay additional amounts in respect of any
tax, assessment or other governmental charge.
As used under this Section 1.8 and under Section 1.9, the term “United States” means the
United States of America, any state thereof, and the District of Columbia, and the term “United States person” means (i) any individual who is a citizen or resident of the United States
for United States federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia (other than a partnership that is not
treated as a United States person for United States federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United States court can exercise
primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United States person.
Section 1.9 Redemption for Tax Reasons. If, as a result of a Change in Law, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will
become obligated to pay additional amounts pursuant to Section 1.8 hereof with respect to the Notes, then the Company may at any time at the Company’s option redeem, in whole, but not in part, the Notes on not less than 30 nor more than 60 days’
prior notice, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date fixed for redemption. For purposes of this Section 1.9, “Change in Law” means any change in, or amendment to, the laws of a Taxing Jurisdiction, or an official interpretation thereof that is announced or becomes effective on or after (i) with
respect to the United States and Luxembourg as the initial applicable Taxing Jurisdictions, May 11, 2026 or (ii) with respect to any other Taxing Jurisdiction, the date on which such jurisdiction becomes a Taxing Jurisdiction for the Company or
the Guarantor, as applicable.
Section 1.10 Eurosystem eligibility. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue
to be deposited with one of the ICSDs as Common Safekeeper (and registered in the name of a nominee of one of the ICSDs acting as Common Safekeeper) and does not necessarily mean that the Notes will be recognized as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility
criteria have been met.
11
Section 1.11 Destroy Option. In the case of a Global Note intended to be held under the New Safekeeping Structure, the Common Safekeeper may destroy such Global Note in accordance
with the normal procedures of the Common Safekeeper upon maturity and final redemption of such Global Note.
MISCELLANEOUS
Section 2.1 Business Day. If any interest payment date is not a Business Day, payment of interest will be made on the next day that is a Business Day and no
interest will accrue as a result of such delayed payment on amounts payable from and after such interest payment date to the next succeeding Business Day.
Section 2.2 Confirmation of Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and
confirmed, and the Base Indenture, this Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.
Section 2.3 Concerning the Trustee. In carrying out its responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The recitals contained herein and in the Notes (except the
Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any
representation as to the validity or adequacy of this Supplemental Indenture or the Notes and (b) shall be accountable for the Company’s use or application of the proceeds from the Notes.
Section 2.4 Governing Law. The laws of the State of New York shall govern this Supplemental Indenture, the Notes and the Guarantee. The provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial
companies, as amended, are expressly excluded.
Section 2.5 Separability. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Section 2.6 Duplicate Originals. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental
Indenture and of signature pages by electronic or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all
purposes. Signatures of the parties hereto transmitted electronically or by PDF shall be deemed to be their original signatures for all purposes.
Section 2.7 No Benefit. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the Holders, any benefit or legal or equitable rights, remedy or
claim under this Supplemental Indenture or the Base Indenture.
[Signatures on Following Page]
12
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first above written.
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BECTON DICKINSON EURO FINANCE S.À R.L.
as the Company
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By:
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/s/Alessandro Luino
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Name:
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Alessandro Luino
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Title:
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Class B Manager
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BECTON, DICKINSON & COMPANY
as the Guarantor
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By:
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/s/ Laura Frost
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Name:
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Laura Frost
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Title:
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Vice President and Treasurer
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
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By:
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/s/ Ann M. Dolezal
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Name:
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Ann M. Dolezal
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Title:
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Vice Presidnet
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EXHIBIT A
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF THE ENTITY APPOINTED AS COMMON
SAFEKEEPER FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”). TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE COMMON SAFEKEEPER OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
[ ]% NOTES DUE 20[ ]
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No. [ ]
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€[ ]
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CUSIP No.: [ ]
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ISIN No. [ ]
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Common Code: [ ]
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Financial Short Name: [ ]
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Classification of Financial Instruments Code: [ ]
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This certifies that the Person whose name is entered in the Security Register maintained by the Registrar is
registered as the Holder of the aggregate principal amount of €[ ] of [ ]% Notes Due [ ].
BECTON DICKINSON EURO FINANCE S.À R.L.
for value received, hereby promises to pay to the registered Holder hereof, or registered assigns, the principal sum of €[ ] on [ ] and to pay interest, on [
] of each year, commencing [ ], on said principal sum at the rate of [ ]% per annum, from [ ] or from the most recent interest payment date to which interest has been paid or provided for, as the case may be, until payment of said
principal sum has been made or duly provided for. The interest so payable on any [ ] shall, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note is registered
at the close of business on the Business Day on which each of Clearstream and Euroclear is open for business immediately preceding the applicable interest payment date.
Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days
from and including the last date on which interest was paid (or from [ ], if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as
defined in the rulebook of the International Capital Market Association.
Each Holder of this Note, by accepting the same, agrees to and shall be bound by the provisions hereof and of the Indenture described herein, and
authorizes and directs the Trustee described herein on such Holder’s behalf to be bound by such provisions. Each Holder hereby waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such
holder upon said provisions.
This Note shall not be entitled to any benefit under the Indenture, or be valid or become obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee and until it has been effectuated for and on behalf of the Common Safekeeper. The provisions of this Note are continued on the reverse side hereof, and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in accordance with Section 2.02 of the Base Indenture.
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Date: [ ]
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BECTON DICKINSON EURO FINANCE S.À R.L.,
as the Company
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By:
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Name:
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Title:
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CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities of the series referred to herein issued pursuant to the within-mentioned Indenture.
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Date: [ ]
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
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By:
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Authorized Signatory
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EFFECTUATED for and on behalf of EUROCLEAR BANK SA/NV, as Common Safekeeper, without recourse, warranty or liability.
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Date: [ ]
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| EUROCLEAR BANK SA/NV,
as Common Safekeeper
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By:
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Authorized Signatory
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Becton Dickinson Euro Finance S.à r.l
[ ]% Notes Due 20[ ]
This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (the “Securities”) of 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, having its registered office at 412 F route d’Esch, L-1471 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B234229 (the “Company”), issued or to be issued in one or more series under and pursuant to an Indenture for the Company’s unsecured debt securities, dated as of May 17, 2019 (the “Base Indenture”), duly executed and delivered by and among the Company, Becton, Dickinson and Company, a New Jersey corporation (the “Guarantor”),
and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as of May 20, 2026 (the “Supplemental Indenture”), among the Company, the Guarantor and the Trustee. The Notes are subject to a Paying Agency Agreement, dated as of May 20, 2026 (the “Paying Agency Agreement”), among the Company, the Guarantor and The Bank of New York Mellon, London Branch,
as Paying Agent (the “Paying Agent”). The Base Indenture as supplemented and amended by the Supplemental Indenture is referred to herein as the “Indenture.” The Notes may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Indenture. This Note is one of the series designated on
the face hereof, initially limited in aggregate principal amount to €[ ] (except as provided in the Indenture). Terms defined in the Indenture have the same definitions herein unless otherwise specified.
| 1. |
Method of Payment. Payment of the principal of and interest on this Note
will be made at the office or agency of the Company maintained for that purpose in the City of London, England, which shall be initially the corporate trust office of The Bank of New York Mellon, London Branch, located at 160 Queen
Victoria Street, London EC4V 4LA.
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| 2. |
Paying Agent and Registrar. Initially, The Bank of New York Mellon,
London Branch will act as Paying Agent. The Bank of New York Mellon Trust Company, N.A. will initially act as Registrar for the Notes. The Company may change any Paying Agent upon notice to the Trustee.
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| 3. |
Indenture. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), as in effect on the date the Indenture is qualified. The
Notes are subject to all such terms, and holders of such Notes are referred to the Indenture and TIA for a statement of such terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the
Indenture shall prevail. The Notes are senior unsecured obligations of the Company.
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| 4. |
Issuance in Euro. Initial Holders of the Notes will be required to pay
for the Notes in euros, and principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be payable in euros. If, on or after May 11, 2026, the euro is unavailable to
the Company or, in the case of the Guarantee, the Guarantor, due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or the euro is no longer used by the then member states of the
European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes or the Guarantee will
be made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantee, the Guarantor, or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated by the
U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent
euro/U.S. dollar exchange rate available on or prior to the second Business Day prior to the relevant payment date, as determined by the Company in its sole discretion. Any payment in respect of the Notes so made in U.S. dollars will not
constitute an Event of Default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
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| 5. |
Optional Redemption. The Company may, at its option, redeem the Notes,
in whole or in part, at any time and from time to time prior to February 20, 2033 (three months prior to the maturity date (the “Par Call Date”)) at a redemption
price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) 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 15 basis points, plus accrued and unpaid interest to, but excluding the date of redemption on the
principal balance of the Notes being redeemed. The Trustee shall have no responsibility for calculating the redemption price. At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time
and from time to time 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 date of redemption on the principal balance of the Notes being
redeemed.
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| 6. |
Offer to Repurchase Upon Change of Control Triggering Event. If a Change
of Control Triggering Event occurs, unless the Company has exercised its right to redeem such Notes under Section 1.6 or Section 1.9 of the Indenture, the Company will be required to make an offer to each Holder of outstanding Notes to
repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s 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 the Notes on the relevant record date to receive interest due on the relevant interest payment date. On the Change of Control Payment Date, the Company will, to the
extent lawful, (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Trustee or the Paying Agent the required payment for all properly tendered Notes or
portions of Notes not validly withdrawn; and (c) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes
being repurchased.
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| 7. |
Transfers; Exchanges. Upon the presentment for registration of transfer
of this Note at the office or agency of the Company or the Guarantor designated for such purpose pursuant to the Indenture, a new Note or Notes of authorized denominations for an equal aggregate principal amount shall be issued to the
transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
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Prior to due presentment for registration of transfer of this Note, the Company, the Guarantor, the Trustee or any Registrar, Paying Agent or
Authenticating Agent, may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving
payment hereof, or an account hereof, and for all other purposes, and the Company, the Guarantor, the Trustee and any Registrar, Paying Agent and Authenticating Agent shall not be affected by any notice to the contrary.
| 8. |
Payment of Additional Amounts and Redemption for Tax Reasons. The
provisions of Sections 1.8 and 1.9 of the Supplemental Indenture shall apply to the Notes. Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such
mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express
mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions where such express mention is not made.
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| 9. |
Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in the denominations of €100,000 or any integral multiple of €1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be presented for
exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by the Company or the Registrar) at the office or agency of the Company or the Guarantor designated for
such purpose (or otherwise in accordance with applicable procedures of Euroclear and Clearstream). No service charge shall be made for any registration of transfer or exchange, but a Holder of such Notes may be required to pay any
applicable taxes or other governmental charges.
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| 10. |
Persons Deemed Owners. The registered Holder of a Note will be treated
as its owner for all purposes. Only registered holders will have rights under the Indenture governing the Notes.
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| 11. |
Repayment to the Company. Subject to the terms of the Indenture, any
funds deposited with the Trustee or Paying Agent, or then held by the Company, in trust for the payment of the principal of and any interest on any Security of any series and remaining unclaimed for two years after such principal and any
interest has become due and payable shall be paid to the Company upon written request by the Company, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.
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| 12. |
Amendments, Supplements and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of any series at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of such series, each series voting separately. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders of all the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
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| 13. |
Defaults and Remedies. In case an Event of Default, as defined in the
Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof and interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
|
| 14. |
Trustee, Paying Agent and Registrar May Hold Securities. The Trustee,
subject to certain limitations imposed by the TIA, or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee, Paying
Agent or Registrar.
|
| 15. |
No Recourse Against Others. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or
employee, as such, of the Company, the Guarantor or of any of either of their respective successors, either directly or through the Company or the Guarantor or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.
|
| 16. |
Discharge of Indenture. The Indenture contains certain provisions
pertaining to discharge and defeasance, which provisions shall for all purposes have the same effect as if set forth herein.
|
| 17. |
Authentication. This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof and until this Note has been effectuated for and on behalf of the Common Safekeeper.
|
| 18. |
Guarantee. This Note is fully and unconditionally guaranteed by the
Guarantor, as provided in Article 10 of the Base Indenture and Section 1.4 of the Supplemental Indenture.
|
| 19. |
Governing Law. The laws of the State of New York shall govern the Base
Indenture, the Supplemental Indenture and this Note. The provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to a Change of Control Offer, check the box:
☐ Change of Control Offer
If you want to elect to have only part of this Note purchased by the Company pursuant to a Change of Control Offer, state the amount: €
|
Date:
|
Your Signature
|
|||
|
(Sign exactly as your name appears on the face of this Note)
|
||||
|
Tax I.D. Number:
|
||||
|
Signature Guarantee*:
|
|
|
*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
For value received, Becton, Dickinson and Company hereby fully and unconditionally guarantees to the holder of this Note and to the Trustee and its successors and assigns
(1) the full and punctual payment when due, whether at stated maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under Article 10 of the Indenture (including obligations to the Trustee) and this Note, whether
for payment of principal of, or interest on or premium, if any, on, this Note and all other monetary obligations of the Company under Article 10 of the Indenture and this Note and (2) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under Article 10 of the Indenture and this Note. This Guarantee will not become effective until the Trustee or Authenticating Agent duly
executes the certificate of authentication on this Note and until this Note has been effectuated for and on behalf of the Common Safekeeper. This Guarantee shall be governed by the laws of the State of New York. The provisions of articles 470-1 to
470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
Dated: [ ]
|
||
|
BECTON, DICKINSON AND COMPANY
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
Exhibit 4.2
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE NOMINEE OF THE ENTITY APPOINTED AS
COMMON SAFEKEEPER FOR EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM”). TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, AND NOT IN PART, TO NOMINEES OF THE COMMON SAFEKEEPER OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
3.855% NOTES DUE 2033
|
No. 1
|
€600,000,000
|
|
CUSIP No.: L076BM AD8
|
|
|
ISIN No. XS3368849348
|
|
|
Common Code: 336884934
|
This certifies that the Person whose name is entered in the Security Register maintained by the Registrar is registered as the Holder of the
aggregate principal amount of €600,000,000 of 3.855% Notes Due 2033.
BECTON DICKINSON EURO FINANCE S.À R.L.
for value received, hereby promises to pay to the registered Holder hereof, or registered assigns, the principal sum of €600,000,000 on May 20, 2033 and to pay
interest, on May 20 of each year, commencing May 20, 2027, on said principal sum at the rate of 3.855% per annum, from May 20, 2026 or from the most recent interest payment date to which interest has been paid or provided for, as the case may be,
until payment of said principal sum has been made or duly provided for. The interest so payable on any May 20 shall, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name
this Note is registered at the close of business on the Business Day on which each of Clearstream and Euroclear is open for business immediately preceding the applicable interest payment date.
Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of
days from and including the last date on which interest was paid (or from May 20, 2026, if no interest has been paid on the Notes), to but excluding the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL
(ICMA) as defined in the rulebook of the International Capital Market Association.
Each Holder of this Note, by accepting the same, agrees to and shall be bound by the provisions hereof and of the Indenture described herein, and
authorizes and directs the Trustee described herein on such Holder’s behalf to be bound by such provisions. Each Holder hereby waives all notice of the acceptance of the provisions contained herein and in the Indenture and waives reliance by such
holder upon said provisions.
1
This Note shall not be entitled to any benefit under the Indenture, or be valid or become obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee and until it has been effectuated for and on behalf of the Common Safekeeper. The provisions of this Note are continued on the reverse side hereof, and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.
2
IN WITNESS WHEREOF, the Company has caused this instrument to be signed in accordance with Section 2.02 of the Base Indenture.
|
Date: May 20, 2026
|
|||
|
BECTON DICKINSON EURO FINANCE S.À R.L.,
as the Company
|
|||
|
By:
|
|
/s/ Alessandro Luino
|
|
|
Name:
|
Alessandro Luino
|
|
|
Title:
|
Class B Manager
|
3
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities of the series referred to herein issued pursuant to the within-mentioned Indenture.
|
Date: May 20, 2026
|
|||
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
|
|||
| By: |
|
/s/ Anne Dolezal
|
|
|
Authorized Signatory
|
4
EFFECTUATED for and on behalf of EUROCLEAR BANK SA/NV, as Common Safekeeper, without recourse, warranty or liability.
|
Date: May 20, 2026
|
|||
|
EUROCLEAR BANK SA/NV,
|
|||
|
as Common Safekeeper
|
|||
|
By:
|
|||
|
Authorized Signatory
|
|||
5
Becton Dickinson Euro Finance S.à r.l
3.855% Notes Due 2033
This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (the “Securities”) of 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, having its registered office at 412 F route d’Esch, L-1471 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B234229 (the “Company”), issued or to be issued in one or more series under and pursuant to an Indenture for the Company’s unsecured debt securities, dated as of May 17, 2019 (the “Base Indenture”), duly executed and delivered by and among the Company, Becton, Dickinson and Company, a New Jersey corporation (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as
of May 20, 2026 (the “Supplemental Indenture”), among the Company, the Guarantor and the Trustee. The Notes are subject to a Paying Agency Agreement, dated as of May 20, 2026
(the “Paying Agency Agreement”), among the Company, the Guarantor and The Bank of New York Mellon,
London Branch, as Paying Agent (the “Paying Agent”). The Base Indenture as supplemented and amended by the Supplemental Indenture is referred to herein as the “Indenture.” The Notes may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Indenture. This Note is one of
the series designated on the face hereof, initially limited in aggregate principal amount to €600,000,000 (except as provided in the Indenture). Terms defined in the Indenture have the same definitions herein unless otherwise specified.
| 1. |
Method of Payment. Payment of the principal of and interest on this
Note will be made at the office or agency of the Company maintained for that purpose in the City of London, England, which shall be initially the corporate trust office of The Bank of New York Mellon, London Branch, located at 160 Queen
Victoria Street, London EC4V 4LA.
|
| 2. |
Paying Agent and Registrar. Initially, The Bank of New York Mellon,
London Branch will act as Paying Agent. The Bank of New York Mellon Trust Company, N.A. will initially act as Registrar for the Notes. The Company may change any Paying Agent upon notice to the Trustee.
|
| 3. |
Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), as in effect on the date the Indenture is
qualified. The Notes are subject to all such terms, and holders of such Notes are referred to the Indenture and TIA for a statement of such terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture,
the terms of the Indenture shall prevail. The Notes are senior unsecured obligations of the Company.
|
6
| 4. |
Issuance in Euro. Initial Holders of the Notes will be required to pay
for the Notes in euros, and principal, premium, if any, and interest payments on the Notes, including any payments made upon any redemption of the Notes, will be payable in euros. If, on or after May 11, 2026, the euro is unavailable to
the Company or, in the case of the Guarantee, the Guarantor, due to the imposition of exchange controls or other circumstances beyond the Company’s or the Guarantor’s control or the euro is no longer used by the then member states of
the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes or the Guarantee
will be made in U.S. dollars until the euro is again available to the Company or, in the case of the Guarantee, the Guarantor, or so used. The amount payable on any date in euro will be converted into U.S. dollars at the rate mandated
by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most
recent euro/U.S. dollar exchange rate available on or prior to the second Business Day prior to the relevant payment date, as determined by the Company in its sole discretion. Any payment in respect of the Notes so made in U.S. dollars
will not constitute an Event of Default under the Notes or the Indenture governing the Notes. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
|
| 5. |
Optional Redemption. The Company may, at its option, redeem the Notes,
in whole or in part, at any time and from time to time prior to February 20, 2033 (three months prior to the maturity date (the “Par Call Date”)) at a redemption
price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) 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 15 basis points, plus accrued and unpaid interest to, but excluding the date of
redemption on the principal balance of the Notes being redeemed. The Trustee shall have no responsibility for calculating the redemption price. At any time on or after the Par Call Date, the Company may redeem the Notes, in whole or in
part, at any time and from time to time 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 date of redemption on the principal balance of the
Notes being redeemed.
|
7
| 6. |
Offer to Repurchase Upon Change of Control Triggering Event. If a
Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem such Notes under Section 1.6 or Section 1.9 of the Indenture, the Company will be required to make an offer to each Holder of outstanding
Notes to repurchase all or any portion (equal to €1,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s 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 the Notes on the relevant record date to receive interest due on the relevant interest payment date. On the Change of Control Payment Date, the Company
will, to the extent lawful, (a) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (b) deposit with the Trustee or the Paying Agent the required payment for all properly tendered
Notes or portions of Notes not validly withdrawn; and (c) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of
Notes being repurchased.
|
| 7. |
Transfers; Exchanges. Upon the presentment for registration of
transfer of this Note at the office or agency of the Company or the Guarantor designated for such purpose pursuant to the Indenture, a new Note or Notes of authorized denominations for an equal aggregate principal amount shall be issued
to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith.
|
Prior to due presentment for registration of transfer of this Note, the Company, the Guarantor, the Trustee or any Registrar, Paying Agent or
Authenticating Agent, may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of
receiving payment hereof, or an account hereof, and for all other purposes, and the Company, the Guarantor, the Trustee and any Registrar, Paying Agent and Authenticating Agent shall not be affected by any notice to the contrary.
| 8. |
Payment of Additional Amounts and Redemption for Tax Reasons. The
provisions of Sections 1.8 and 1.9 of the Supplemental Indenture shall apply to the Notes. Whenever the payment of the principal of or interest or any other amounts on, or in respect of, this Note is mentioned, in any context, such
mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the Indenture, and express
mention of the payment of Additional Amounts in any provision of this series of Notes shall not be construed as excluding the payment of Additional Amounts in those provisions where such express mention is not made.
|
| 9. |
Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in the denominations of €100,000 or any integral multiple of €1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be presented for
exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by the Company or the Registrar) at the office or agency of the Company or the Guarantor designated for
such purpose (or otherwise in accordance with applicable procedures of Euroclear and Clearstream). No service charge shall be made for any registration of transfer or exchange, but a Holder of such Notes may be required to pay any
applicable taxes or other governmental charges.
|
8
| 10. |
Persons Deemed Owners. The registered Holder of a Note will be treated
as its owner for all purposes. Only registered holders will have rights under the Indenture governing the Notes.
|
| 11. |
Repayment to the Company. Subject to the terms of the Indenture, any
funds deposited with the Trustee or Paying Agent, or then held by the Company, in trust for the payment of the principal of and any interest on any Security of any series and remaining unclaimed for two years after such principal and
any interest has become due and payable shall be paid to the Company upon written request by the Company, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease.
|
| 12. |
Amendments, Supplements and Waivers. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of any series at any time by the Company,
the Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Securities of such series, each series voting separately. The Indenture also contains provisions permitting the
Holders of a majority in aggregate principal amount of the outstanding Securities, on behalf of the Holders of all the Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
|
| 13. |
Defaults and Remedies. In case an Event of Default, as defined in the
Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof and interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
|
| 14. |
Trustee, Paying Agent and Registrar May Hold Securities. The Trustee,
subject to certain limitations imposed by the TIA, or any Paying Agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same rights it would have if it were not Trustee,
Paying Agent or Registrar.
|
9
| 15. |
No Recourse Against Others. No recourse under or upon any obligation,
covenant or agreement contained in this Indenture, in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director
or employee, as such, of the Company, the Guarantor or of any of either of their respective successors, either directly or through the Company or the Guarantor or any successor, under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such personal liability being expressly waived and released by the acceptance of the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities.
|
| 16. |
Discharge of Indenture. The Indenture contains certain provisions
pertaining to discharge and defeasance, which provisions shall for all purposes have the same effect as if set forth herein.
|
| 17. |
Authentication. This Note shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof and until this Note has been effectuated for and on behalf of the Common Safekeeper.
|
| 18. |
Guarantee. This Note is fully and unconditionally guaranteed by the
Guarantor, as provided in Article 10 of the Base Indenture and Section 1.4 of the Supplemental Indenture.
|
| 19. |
Governing Law. The laws of the State of New York shall govern the Base
Indenture, the Supplemental Indenture and this Note. The provisions of articles 470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to a Change of Control Offer, check the box:
☐ Change of Control Offer
If you want to elect to have only part of this Note purchased by the Company pursuant to a Change of Control Offer, state the amount: €
|
Date:
|
Your Signature
|
|||
|
(Sign exactly as your name appears on the face of this Note)
|
||||
|
Tax I.D. Number:
|
||||
|
Signature Guarantee*:
|
*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).
11
For value received, Becton, Dickinson and Company hereby fully and unconditionally guarantees to the holder of this Note and to the Trustee and its successors and
assigns (1) the full and punctual payment when due, whether at stated maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under Article 10 of the Indenture (including obligations to the Trustee) and this Note,
whether for payment of principal of, or interest on or premium, if any, on, this Note and all other monetary obligations of the Company under Article 10 of the Indenture and this Note and (2) the full and punctual performance within applicable
grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under Article 10 of the Indenture and this Note. This Guarantee will not become effective until the Trustee or Authenticating Agent
duly executes the certificate of authentication on this Note and until this Note has been effectuated for and on behalf of the Common Safekeeper. This Guarantee shall be governed by the laws of the State of New York. The provisions of articles
470-1 to 470-19 (inclusive) of the Luxembourg law of 10 August 1915 on commercial companies, as amended, are expressly excluded.
|
Date: May 20, 2026
|
|||
|
BECTON, DICKINSON AND COMPANY
|
|||
|
By:
|
|
/s/ Laura Frost
|
|
|
Name:
|
Laura Frost
|
||
|
Title:
|
Vice President and Treasurer
|
||
12
Exhibit 5.1
May 20, 2026
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Ladies and Gentlemen:
I am the Chief Securities and Governance Counsel, Corporate Secretary of Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and have been requested to furnish this opinion in connection with
the Registration Statement on Form S-3 (File Nos. 333-279084 and 333-279084-01) (the “Registration Statement”) filed by the Company and 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”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”),
relating to the issuance by Becton Finance of €600,000,000 aggregate principal amount of Becton Finance’s 3.855% Notes due 2033 (the “Notes”). The Indenture (as defined below) provides that the Notes are to be guaranteed by the Company (such
guarantee, together with the Notes, the “Securities”). The Securities are being offered and sold pursuant to a Prospectus, dated December 3, 2025, as supplemented by the Prospectus Supplement, dated May 11, 2026 (together, the “Prospectus”),
filed with the Commission on May 13, 2026 pursuant to Rule 424(b)(2) under the Act, and an Underwriting Agreement, dated May 11, 2026 (the “Underwriting Agreement”), among Becton Finance, the Company and the underwriters named therein.
In connection with the furnishing of this opinion letter, I have examined (a) copies of the Registration Statement and of the Prospectus; (b) a copy of resolutions adopted by the Board of Directors of the Company (the “Board”)
at a meeting held on January 27, 2026 and of actions taken by Laura Frost and Vitor Roque, the duly qualified and elected Vice President and Treasurer and the duly qualified and elected Executive Vice President and Chief Financial Officer,
respectively, of the Company, pursuant to authority granted to them by the Board, on May 11, 2026; (c) a copy of the Indenture, dated as of May 17, 2019 (the “Base Indenture”), among Becton Finance, as issuer, the Company, as guarantor, and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), including Article 10 thereof containing the guaranty obligations of the Company (the “Guarantee”), as amended and supplemented by the Sixth Supplemental
Indenture thereto, dated as of May 20, 2026 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Becton Finance, the Company and the Trustee; and (d) an executed copy of the Underwriting
Agreement.
I also have examined such corporate records of the Company, such agreements and instruments, such certificates of public officials, such certificates of other officers of the Company and other persons, such questions of
law and such other documents as I have deemed necessary as a basis for the opinions hereinafter expressed.
In such examination, except with respect to documents executed by officers of the Company in my presence, I have assumed the genuineness of all signatures, including electronic signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or photocopied copies and the authenticity of the originals of such latter
documents. I also have assumed that the Indenture is the valid and legally binding obligation of Becton Finance and the Trustee.
Based on the foregoing, I am of the opinion that:
| (i) |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Jersey, with power and authority (corporate and other) to own its properties and conduct its business as
described in the Prospectus.
|
| (ii) |
The Underwriting Agreement and the Indenture have been duly authorized, executed and delivered by the Company.
|
| (iii) |
The issue of the Guarantee and the compliance by the Company with all of the provisions of the Indenture applicable thereto, and the consummation of the transactions therein contemplated, will not conflict with
or result in a breach or violation of any statute or any order, rule or regulation known to me of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.
|
I am licensed to practice in the State of New Jersey. The foregoing opinion letter is limited to the laws of the State of New Jersey.
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on May 20, 2026. In addition, I consent to the reference to me under the caption “Legal Matters” in
the Prospectus.
This opinion letter is rendered solely to you in connection with the above matter. This opinion letter may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without my
prior written consent.
|
Very truly yours,
|
|
|
/s/ Stephanie Kelly
|
|
|
Stephanie Kelly
|
|
|
Chief Securities and Governance Counsel, Corporate Secretary
|
[Signature Page to the AGC Exhibit 5 Opinion]
Exhibit 5.2
 |
office address
|
18-20, rue Edward Steichen
L-2540 LUXEMBOURG
|
|
|
telephone
|
+352 466 230 208
|
||
|
fax
|
+352 466 234
|
||
|
internet
|
loyensloeff.lu
|
To: the Addressees
|
re
|
Luxembourg law legal opinion – Becton Dickinson Euro Finance S.à r.l. – Exhibit 5 opinion
|
|
reference
|
70112148
|
Luxembourg, 20 May 2026
| 1 |
INTRODUCTION
|
We have acted as special legal counsel on certain matters of Luxembourg law to the Company. We render this opinion letter regarding the Opinion Documents.
| 2 |
DEFINITIONS
|
| 2.1 |
Capitalised terms used but not (otherwise) defined herein are used as defined in the Schedules to this opinion letter.
|
| 2.2 |
In this opinion letter:
|
Act means the United States Securities Act of 1933.
Addressees means the addressees of this opinion letter, listed in Schedule 1 (Addressees).
Base Indenture means the indenture dated 17 May 2019, governed by the laws of the State of New York, entered into by and between, amongst others, the
Company as issuer, Becton, Dickinson and Company as guarantor and The Bank of New York Mellon Company N.A. as trustee, as amended from time to time, and pursuant to which the Notes are issued.
Companies Law means the Luxembourg law on commercial companies, dated 10 August 1915.
Company means Becton Dickinson Euro Finance S.à r.l., with registered address at 412F, route d’Esch, L-1471 Luxembourg, Luxembourg and registered with the
RCS under number B234229.
Current Report on Form 8-K means the report filed with the SEC pursuant to the Act.
eIDAS Regulation means regulation (EU) No 910/2014 of 23 July 2014 on electronic identification and trust services for electronic transactions in the
internal market.
Guarantor means Becton, Dickinson and Company, a New Jersey corporation.
Indenture means the Supplemental Indenture together with the Base Indenture.
Insolvency Proceedings means bankruptcy (faillite), suspension of payments (sursis
de paiements), insolvency, liquidation, dissolution, reorganisation, restructuring, any proceedings and measures under the Luxembourg law of 7 August 2023 on business preservation and modernisation of bankruptcy law, administrative
dissolution without liquidation procedure (procédure de dissolution administrative sans liquidation), the appointment of a temporary administrator (administrateur provisoire),
and any similar Luxembourg or non-Luxembourg proceedings, regimes or officers relating to, or affecting, the rights of creditors generally.
Insolvency Regulation means the Regulation (EU) No 2015/848 on insolvency proceedings.
Luxembourg means the Grand Duchy of Luxembourg.
Notes means the EUR 600,000,000 3.855% notes due 2033, issued by the Company, as further described in the Prospectus and Prospectus Supplement.
Offering Document means the document listed under paragraph 1 (Offering Document) of Schedule 2 (Reviewed Documents).
Opinion Documents means the documents listed under paragraph 2 (Opinion Documents) of Schedule 2 (Reviewed Documents).
Prospectus means the prospectus filed on 25 November 2025 and effective as of 3 December 2025, with regard to the offering of notes by the Company, as
supplemented from time to time, which forms part of the Registration Statement.
Prospectus Law means the Luxembourg law of 16 July 2019 on prospectuses for securities.
Prospectus Regulation means the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading
on a regulated market.
Prospectus Supplement means the prospectus supplement dated 11 May 2026 with regard to the offering of the Notes and supplementing the Prospectus.
Registration Statement means the registration statement filed by the Company on Form S-3 (File No. 333-279084) and any post-effective amendment thereto,
with the Securities and Exchange Commission, which includes the Prospectus.
RCS means the Luxembourg Register of Commerce and Companies.
Relevant Date means the date of the Resolutions, the date of the Offering Document, the date of the Opinion Documents and the date of this opinion letter,
as the case may be.
SEC means the United States Securities and Exchange Commission.
| 3 |
SCOPE OF INQUIRY
|
| 3.1 |
For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of (i) the executed or enacted Opinion Documents, (ii) the Offering Document, and (iii) the documents listed in
paragraph 3 (Organisational Documents) of Schedule 2 (Reviewed Documents).
|
| 3.2 |
We have not reviewed any documents incorporated by reference or referred to in the Opinion Documents (unless included as an Opinion Document) and therefore our opinions do not extend to such documents.
|
| 4 |
NATURE OF OPINION
|
| 4.1 |
This opinion letter speaks as of the date hereof. We only express an opinion on matters of Luxembourg law in force on the date of this opinion letter, excluding unpublished case law. We undertake no obligation to update it or to advise of
any changes in such laws or case law, their construction or application.
|
| 4.2 |
Except as expressly stated in this opinion letter, we do not express an opinion on public international law or on the rules of, or promulgated under, any treaty or by any treaty organisation or European law (save for rules implemented into
Luxembourg law or directly applicable in Luxembourg), on regulatory and tax matters (including EMIR, AIFMD, MiFID II, MiFIR, SFTR, SFDR, CRD, CRR, the Securitisation Regulation and DAC 6 (including, in each case, their respective EU and
national delegated or implementing legislation or regulation)), as well as on transfer pricing, competition, data protection law (including GDPR), intellectual property law, labour law, accounting or administrative law, sanction laws and
regulations or as to the consequences thereof.
|
| 4.3 |
Our opinion letter is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Opinion Documents and on any
representations, warranties or other information included in the Opinion Documents and any other document examined in connection with this opinion letter, except as expressly stated in this opinion letter. We have made no investigation in the
Luxembourg register of beneficial owners.
|
| 4.4 |
We express no opinion in respect of the validity and enforceability of the Opinion Documents and the creation, validity and perfection of any security interest thereunder.
|
| 4.5 |
We express no opinion with respect to the Offering Document nor as regards the accuracy, truth or completeness of the information contained therein except as expressly stated in this opinion letter.
|
| 4.6 |
In this opinion letter Luxembourg legal concepts are sometimes expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English term as
they exist under the laws of other jurisdictions. In addition, for the purpose of different areas of Luxembourg law, for instance tax law, a term may have a different meaning than for the purpose of other areas of Luxembourg law. The meaning
to be attributed to the concepts described by the English terms shall be the meaning to be attributed to the equivalent Luxembourg concepts under the relevant area of Luxembourg law.
|
| 4.7 |
This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed by Luxembourg law and be brought exclusively before the courts of the district of
Luxembourg-City.
|
| 4.8 |
This opinion letter is issued by LOYENS & LOEFF LUXEMBOURG SARL and may only be relied upon under the express condition that any liability of LOYENS & LOEFF LUXEMBOURG SARL is limited to the amount paid out under its professional
liability insurance policies. Only LOYENS & LOEFF LUXEMBOURG SARL can be held liable in connection with this opinion letter.
|
| 5 |
OPINIONS
|
The opinions expressed in this paragraph 5 (Opinions) should be read in conjunction with the assumptions set out in Schedule 3 (Assumptions) and the qualifications set out in Schedule 4
(Qualifications). On the basis of these assumptions and subject to these qualifications and any factual matters or information not disclosed to us in the course of our investigation, we are of the opinion that as at the date of this opinion letter:
| 5.1 |
Corporate status
|
The Company has been incorporated and is existing as a société à responsabilité limitée (private limited liability company) for an unlimited duration.
| 5.2 |
Corporate power
|
The Company has the corporate power to execute the Opinion Documents and to issue the Notes.
| 5.3 |
Due authorisation
|
The execution by the Company of the Opinion Documents has been duly authorised by all requisite corporate action on the part of the Company.
| 5.4 |
Due execution
|
The Opinion Documents have been duly executed by the Company.
| 6 |
ADDRESSEES
|
| 6.1 |
This opinion letter is addressed to you and may only be relied upon by you in connection with the transactions to which the Opinion Documents relate and may not be disclosed to and relied upon by any other person without our prior written
consent.
|
| 6.2 |
We hereby consent to the filing of this opinion as Exhibit 5 to the Current Report of Form 8-K. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the SEC thereunder.
|
|
Yours faithfully,
|
|||
|
LOYENS & LOEFF LUXEMBOURG SARL
|
|||
| /s/ Anne-Marie Nicolas | /s/ Noémi Gémesi | ||
| Anne-Marie Nicolas1 |
Noémi Gémesi2 | ||
| Avocat à la Cour |
Avocat à la Cour | ||
1 Acting as representative (mandataire) of LOYENS & LOEFF LUXEMBOURG SARL.
2 Acting as representative (mandataire) of LOYENS & LOEFF LUXEMBOURG SARL.
Schedule 1
ADDRESSEES
| (1) |
Becton, Dickinson and Company
|
1, Becton Drive
Franklin Lakes,
New Jersey 07417-1880
United States of America
| (2) |
Becton Dickinson Euro Finance S.à r.l.
|
412F, route d’Esch
L-1471 Luxembourg
Grand Duchy of Luxembourg
Schedule 2
REVIEWED DOCUMENTS
| 1 |
OFFERING DOCUMENT
|
The Prospectus Supplement.
| 2 |
OPINION DOCUMENTS
|
| 2.1 |
The supplemental indenture, dated 20 May 2026, governed by the laws of the State of New York, entered into by and between, the Company as issuer, the Guarantor as such and The Bank of New York Mellon
Trust Company N.A. as trustee, pursuant to which the Notes are issued (the Supplemental Indenture).
|
| 2.2 |
The underwriting agreement, dated 20 May 2026, governed by the laws of the State of New York, entered into by and between, amongst others, the Company as issuer, the Guarantor as such and the underwriters party thereto.
|
| 2.3 |
One global note representing the Notes, governed by the laws of the State of New York, dated 20 May 2026, issued by the Company (the Global Note).
|
| 3 |
ORGANISATIONAL DOCUMENTS
|
| 3.1 |
RCS Documents
|
| 3.1.1 |
An excerpt pertaining to the Company delivered by the RCS dated 20 May 2026 (the Excerpt).
|
| 3.1.2 |
A certificate of absence of a judicial decision or administrative dissolution without liquidation procedure (certificat de non inscription d’une décision judiciaire ou de procédure de dissolution
administrative sans liquidation), pertaining to the Company, delivered by the insolvency register (Registre de l’insolvabilité) (Reginsol) held and
maintained by the RCS, dated 20 May 2026, with respect to the situation of the Company as at 19 May 2026 (the RCS Certificate).
|
| 3.2 |
Corporate Documents
|
The deed of incorporation of the Company dated 23 April 2019 (the Deed of Incorporation), containing the original articles of association of the Company
(the Articles).
| 3.3 |
Resolutions
|
The minutes of the meeting of the board of managers of the Company dated 4 May 2026 in relation to the Offering Document and the Opinion Documents (the Resolutions).
Schedule 3
ASSUMPTIONS
The opinions in this opinion letter are subject to the following assumptions:
| 1 |
DOCUMENTS
|
| 1.1 |
All original documents are authentic, all signatures (whether handwritten or electronic) are genuine and were inserted or agreed to be inserted by the relevant individual, and all copies are complete and conform to the originals.
|
| 1.2 |
The information contained and the statements made in the Excerpt, the RCS Certificate and the Resolutions are true, accurate and complete at the Relevant Date.
|
| 2 |
INCORPORATION, EXISTENCE, CORPORATE POWER
|
| 2.1 |
There were no defects in the incorporation process of the Company (not appearing on the face of the Deed of Incorporation). The Articles are in full force and effect on the Relevant Date.
|
| 2.2 |
The Company has its central administration (administration centrale) and its centre of main interest (as described in the Insolvency Regulation) in Luxembourg and does not have an establishment (as
described in the Insolvency Regulation) outside Luxembourg.
|
| 2.3 |
The Company complies with and adheres to all laws and regulations on the domiciliation of companies.
|
| 2.4 |
The Company (a) is not, and will not, as a result of its entry into the Opinion Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation des paiements),
or be deemed to be in such state, and has not lost, and will not, as a result of its entry into the Opinion Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement
de crédit), or be deemed to have lost such creditworthiness and no party to the Opinion Documents is aware, or may be reasonably expected to have been aware, of such circumstances, (b) does not meet the criteria to be subject to any
Insolvency Proceedings and (c) is not, and will not be as a result of its entry into the Opinion Documents or the performance of its obligations thereunder, subject to any Insolvency Proceedings.
|
| 2.5 |
The issue of the Notes, the execution, entry into and performance by the Company of the Opinion Documents, and the transactions in connection therewith are (a) in its corporate interest, (b) with the intent of pursuing profit (but lucratif) and (c) serving the corporate object of the Company.
|
| 3 |
AUTHORISATIONS
|
| 3.1 |
The Resolutions (a) correctly reflect the resolutions adopted by the board of managers of the Company, (b) have been validly adopted, with due observance of the Articles and any applicable by-laws and (c) are in full force and effect.
|
| 3.2 |
The Company is not under any contractual obligation to obtain the consent, approval, co-operation, permission or otherwise of any third party or person in connection with the execution of, entry into, and performance of its obligations
under, the Opinion Documents and the issuance of the Notes.
|
| 4 |
EXECUTION
|
| 4.1 |
The Opinion Documents have been signed on behalf of the Company by the persons authorised to that effect.
|
| 4.2 |
To the extent any of the Opinion Documents has been executed by way of electronic signatures, such signatures satisfy the conditions under article 1322-1 of the Luxembourg Civil Code and under the eIDAS Regulation.
|
| 4.3 |
All individuals who signed the documents listed in Schedule 2 (Reviewed Documents) have legal capacity and power under all relevant laws and regulations to do so.
|
| 5 |
REGULATORY
|
The Company does not carry out any activity in the financial sector or in the insurance sector on a professional basis (as referred to in the Luxembourg law dated 5 April 1993 on the financial
sector, and the Luxembourg law dated 7 December 2015 on the insurance sector) or any activity requiring a business licence under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, tradesman,
manufacturer, as well as to certain liberal professions.
| 6 |
ISSUE OF NOTES
|
| 6.1 |
The Notes will only be offered pursuant to an exemption from the requirement to draw up a prospectus in accordance with the Prospectus Regulation and the relevant implementing measures in any Member State (including the Prospectus Law) or
the Notes will only be offered in circumstances which do not constitute an offer of securities to the public within the meaning of the Prospectus Regulation and relevant implementing measures in any Member State (including the Prospectus
Law).
|
| 6.2 |
The Notes will not be listed on any market including the Euro MTF Market operated by the Luxembourg Stock Exchange.
|
| 6.3 |
The Notes are issued in registered form only.
|
| 6.4 |
The Global Note will be executed, authenticated, effectuated or held under the Safekeeping Structure, as the case may be, and delivered, and the Notes will be subscribed, paid for, issued and
registered in accordance with the terms of the Opinion Documents.
|
| 7 |
MISCELLANEOUS
|
| 7.1 |
Each transaction entered into pursuant to, or in connection with, the Opinion Documents (both together and individually) is based on genuine legal and economic considerations and each payment and transfer made by, on behalf of, or in
favour of, the Company is made at arm’s length.
|
| 7.2 |
Each party to the Opinion Documents entered into and will perform its obligations under the Opinion Documents to which it is a party in good faith, for the purpose of carrying out its business and without any intention to defraud or
deprive of any legal benefit any other party (including third party creditors) or to circumvent any mandatory law, regulation of any jurisdiction or contractual arrangements.
|
| 7.3 |
There are no provisions in the laws of any jurisdiction (other than Luxembourg) or in the documents mentioned in the Opinion Documents, which would adversely affect, or otherwise have any negative impact on this opinion letter.
|
Schedule 4
QUALIFICATIONS
The opinions in this opinion letter are subject to the following qualifications:
| 1 |
INSOLVENCY
|
This opinion letter is subject to all limitations resulting from the application of Luxembourg public policy rules, overriding statutes and mandatory laws as well as to all limitations by reasons
of Insolvency Proceedings.
| 2 |
ACCURACY OF INFORMATION
|
| 2.1 |
Corporate documents of, and court orders affecting, the Company may not be available at the RCS forthwith upon their execution and filing and there may be a delay in the filing and publication of the documents or notices related thereto.
We express no opinion as to the consequences of any failure by the Company to comply with its filing, notification, reporting and publication obligations.
|
| 2.2 |
Documents relating to a Luxembourg company the publication of which is required by law will only be valid towards third parties from the day of their publication with the Electronic Register of Companies and Associations (Recueil Electronique des Sociétés et Associations), unless the company proves that the relevant third parties had prior knowledge thereof. Third parties may however rely upon such documents which have not
yet been published. For 15 days following their publication, such documents will not be valid towards third parties who prove the impossibility for them to have knowledge thereof.
|
| 2.3 |
The Articles, the Excerpt and the RCS Certificate do not constitute conclusive evidence whether or not a winding-up, administration petition or order has been presented or made, a receiver has been appointed, an arrangement with creditors
has been proposed or approved or any other Insolvency Proceedings have commenced.
|
| 3 |
INCORPORATION, EXISTENCE AND CORPORATE POWER
|
Our opinion that the Company exists is based on the Corporate Documents, the Excerpt and the RCS Certificate (which confirms that no judicial decision or administrative dissolution without
liquidation procedure (procédure de dissolution administrative sans liquidation) pertaining to the Company have been registered with the RCS, in accordance with article
13, paragraphs 4 to 12, 16 and 17 of the Luxembourg law of 19 December 2002 on the Trade and Companies Register and the accounting and annual accounts of companies).
| 4 |
MISCELLANEOUS
|
| 4.1 |
An electronic signature satisfying the provisions of article 1322-1 of the Luxembourg Civil Code or constituting a 'qualified electronic signature' within the meaning of the eIDAS Regulation, has equivalent effect to a handwritten
signature, and is, except in certain limited cases, valid for the purpose of the execution of an agreement under private seal (acte sous seing privé). An electronic signature, which does not satisfy
the above conditions, will not be considered as equivalent to a handwritten signature, but it shall not be denied legal effect and admissibility as evidence in legal proceedings. However, such electronic signature does not benefit from the
presumption of equivalence and is not binding upon Luxembourg court, which has full discretion to accept such signature as evidence. We express no opinion as to the legal qualification of any signature in electronic form.
|
| 4.2 |
A Luxembourg company may only enter into transactions which are in its corporate interest. The question of whether or not a transaction is in a company’s corporate interest, is largely dependent on factual considerations and the
responsibility for such assessment is that of the board of directors or managers of the relevant company. If any such transaction is subsequently held to be contrary to a company’s corporate interest, it could be held to be null and void.
|
| 4.3 |
We express no opinion on general defences under Luxembourg law, such as duress, deceit (dol) or mistake (erreur).
|
| 4.4 |
The registration of the Opinion Documents (and any documents in connection therewith) with the Registration, Estates and VAT Department (Administration
de l'enregistrement, des domaines et de la TVA) in Luxembourg is required in case the Opinion Documents (and any documents in connection therewith) are (i) attached to a deed which itself must be
registered (acte obligatoirement enregistrable) or (ii) deposited with a notary (déposé au rang des minutes d’un notaire). Even if registration is not required
by law, the Opinion Documents (and any documents in connection therewith) can be registered (présenté à l’enregistrement). In that case, registration duties will apply in the form of a fixed amount or
an ad valorem amount depending on the nature of the document. Luxembourg courts or other Luxembourg authorities may require that the Opinion Documents (and any documents in connection therewith) are
translated into French, German or Luxembourgish.
|
Luxembourg law legal opinion – Becton Dickinson Euro Finance S.à r.l. – Exhibit 5
opinion
Exhibit 5.3
|
Skadden, Arps, Slate, Meagher & Flom llp
ONE MANHATTAN WEST
NEW YORK, NY 10001
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
|
FIRM/AFFILIATE
OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
|
| May 20, 2026 |
Becton, Dickinson and Company
1 Becton Drive
Franklin Lakes, NJ 07417-1880
Becton Dickinson Euro Finance S.à r.l.
412F, route d’Esch
L-1471 Luxembourg
| RE: |
Becton, Dickinson and Company and
|
Becton Dickinson Euro Finance S.à r.l.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special United States counsel to Becton, Dickinson and Company, a New Jersey corporation (“BD”), in connection with the public offering
by 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,
together with BD, each, an “Opinion Party” and, collectively, the “Opinion Parties”), of €600,000,000 aggregate principal amount of Becton Finance’s 3.855% Notes due 2033 (the “Notes”) to be issued under the Indenture, dated as
of May 17, 2019 (the “Base Indenture”), among Becton Finance, as issuer, BD, as guarantor (in its role as guarantor under the Indenture, the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such
capacity, the “Trustee”), as amended and supplemented by the Sixth Supplemental Indenture thereto, dated as of May 20, 2026 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The
Indenture provides that the Notes are to be guaranteed by the Guarantor (such guarantees, together with the Notes, the “Securities”).
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 2
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File Nos. 333-279084 and 333-279084-01) of the Opinion Parties relating to debt securities
of Becton Finance and the guarantees of Becton Finance’s debt securities and other securities of BD filed with the Securities and Exchange Commission (the “Commission”) on May 2, 2024 under the Securities Act allowing for delayed offerings
pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”) and Post-Effective Amendment No. 2 thereto, including the information deemed to be a part of the registration statement pursuant
to Rule 430B of the Rules and Regulations and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on December 3, 2025 (such registration statement, as so amended, being hereinafter
referred to as the “Registration Statement”);
(b) the prospectus, dated December 3, 2025 (the “Base Prospectus”), which forms a part of and is included in the Registration
Statement;
(c) the preliminary prospectus supplement, dated May 11, 2026 (together with the Base Prospectus, the “Preliminary Prospectus”),
relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated May 11, 2026 (together with the Base Prospectus, the “Prospectus”), relating to the
offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(e) an executed copy of the Underwriting Agreement, dated May 11, 2026 (the “Underwriting Agreement”), among each Opinion
Party, Barclays Bank PLC, BNP PARIBAS, Goldman Sachs & Co. LLC and Morgan Stanley & Co. International plc and the other underwriters named on Schedule I thereto (the “Underwriters”), relating to the sale by Becton Finance to the
Underwriters of the Securities;
(f) an executed copy of the Base Indenture, including Article 10 thereof containing the guaranty obligations of the Guarantor (the “Guarantee”);
(g) an executed copy of the Sixth Supplemental Indenture; and
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 3
(h) the global certificate evidencing the Notes, executed by Becton Finance and registered in the name of The Bank of New York
Depository (Nominees) Limited (the “Note Certificate”), delivered by Becton Finance to the Trustee for authentication and delivery.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Parties and such agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Opinion Parties and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein
that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Opinion Parties and others and of public officials, including the factual representations and
warranties contained in the Transaction Documents.
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York (the “Opined on Law”).
As used herein, “Transaction Documents” means the Underwriting Agreement, the Indenture and the Note Certificate.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. When the Note Certificate has been duly executed by Becton Finance under the laws of the State of New York to the extent that
such execution is governed by the laws of the State of New York, and when duly authenticated by the Trustee and issued and delivered by Becton Finance against payment therefor in accordance with the terms of the Underwriting Agreement and the
Indenture, the Note Certificate will constitute valid and binding obligations of Becton Finance, enforceable against Becton Finance in accordance with its terms under the laws of the State of New York.
2. When the Note Certificate is duly authenticated by the Trustee and is issued and delivered by Becton Finance against payment
therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Guarantee will constitute the valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms under the laws of
the State of New York.
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 4
The opinions stated herein are subject to the following assumptions and qualifications:
(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general
principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the
Transaction Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business
operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents
constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating
to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws,
rules, regulations or orders, or to the extent any such provision purports to waiver or alter, or has the effect of waiving or altering, any statute of limitations;
(e) we do not express any opinion whether the execution or delivery of any Transaction Document by any Opinion Party, or the
performance by any Opinion Party of its obligations under any Transaction Document to which such Opinion Party is a party will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or
tests or any aspect of the financial condition or results of operations of any Opinion Party or any of its subsidiaries;
(f) the opinions stated herein are limited to the agreements and documents specifically identified in the opinions contained herein
(the “Specified Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any
other agreement or document relating to any Specified Document that is not a Transaction Document;
(g) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give
opinions in transactions of this type;
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 5
(h) subsequent to the effectiveness of the Base Indenture and immediately prior to the effectiveness of the Sixth Supplemental
Indenture, the Base Indenture has not been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Notes Certificate other than by the applicable Transaction Documents relating to such Securities;
(i) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to
hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject
matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(j) we have assumed that the corporate secretary of the Guarantor has accepted appointment as agent to receive service of process
and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive
service of process;
(k) we do not express any opinion with respect to the enforceability of Section 10.01 of the Base Indenture to the extent that such
section provides that the obligations of the Guarantor are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;
(l) we call to your attention that the opinions stated herein are subject to possible judicial action giving effect to governmental
actions or laws of jurisdictions other than those with respect to which we express our opinion;
(m) we have assumed that the choice of the Euro as the currency in which the Securities are denominated does not contravene any
exchange control or other laws of the European Union, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars; and
(n) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions
contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and
5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinions we have also assumed that, at all applicable times:
(a) each Opinion Party (i) was duly incorporated or formed, as applicable, and is validly existing and in good standing, (ii) had
requisite legal status and legal capacity under the laws of the jurisdiction of its organization or formation, as applicable, and (iii) had complied and will comply with all aspects of the laws of the jurisdiction of its organization or formation,
as applicable, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which such Opinion Party is a party;
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 6
(b) each Opinion Party had the corporate or other requisite organizational, as applicable, power and authority to execute, deliver and
perform all its obligations under each of the Transaction Documents to which such Opinion Party is a party;
(c) each of the Transaction Documents to which an Opinion Party is a party had been duly authorized, executed and delivered by all
requisite corporate or other requisite organizational, as applicable, action on the part of such Opinion Party;
(d) neither the execution and delivery by each Opinion Party of the Transaction Documents to which such Opinion Party is a party nor
the performance by such Opinion Party of its obligations thereunder, including the issuance and sale of the Notes: (i) conflicted or will conflict with the certificate of incorporation or articles of association, as applicable, by-laws or any other
comparable organizational document of any Opinion Party, (ii) constituted or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which any Opinion Party or its property is subject (except that
we do not make the assumption set forth in this clause (ii) with respect to those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or BD’s Annual
Report on Form 10-K for the fiscal year ended September 30, 2025), (iii) contravened or will contravene any order or decree of any governmental authority to which any Opinion Party or its property is subject, or (iv) violated or will violate any
law, rule or regulation to which any Opinion Party or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
(e) neither the execution and delivery by each Opinion Party of the Transaction Documents to which such Opinion Party is a party nor
the performance by such Opinion Party of its obligations thereunder, including the issuance and sale of the Notes, required or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any
governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to BD’s Current Report on Form 8-K being filed on the
date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable laws.
Becton, Dickinson and Company
Becton Dickinson Euro Finance S.à r.l.
May 20, 2026
Page 7
| Very truly yours, | |
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| RJD | |
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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