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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/13/21 Becton Dickinson & Co. 8-K:1,2,8,9 8/10/21 21:2.3M Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 61K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 176K 3: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 186K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 112K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 45K 6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 45K 7: EX-5.1 Opinion of Counsel re: Legality HTML 15K 8: EX-5.2 Opinion of Counsel re: Legality HTML 73K 9: EX-5.3 Opinion of Counsel re: Legality HTML 31K 10: EX-5.4 Opinion of Counsel re: Legality HTML 15K 11: EX-5.5 Opinion of Counsel re: Legality HTML 25K 17: R1 Document and Entity Information HTML 76K 19: XML IDEA XML File -- Filing Summary XML 16K 16: XML XBRL Instance -- ny20000253x8_8k_htm XML 46K 18: EXCEL IDEA Workbook of Financial Reports XLSX 7K 13: EX-101.DEF XBRL Definitions -- bdx-20210810_def XML 63K 14: EX-101.LAB XBRL Labels -- bdx-20210810_lab XML 95K 15: EX-101.PRE XBRL Presentations -- bdx-20210810_pre XML 68K 12: EX-101.SCH XBRL Schema -- bdx-20210810 XSD 23K 20: JSON XBRL Instance as JSON Data -- MetaLinks 18± 26K 21: ZIP XBRL Zipped Folder -- 0001140361-21-028306-xbrl Zip 160K
No. 1
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€
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ISIN No. XS2375844656
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Common Code: 237584465
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Financial Short Name: [ ]
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Classification of Financial Instruments Code: [ ]
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BECTON DICKINSON EURO FINANCE S.À R.L.
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as the Company
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
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as Trustee
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By:
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Authorized Signatory
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CLEARSTREAM BANKING S.A.,
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as Common Safekeeper
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By:
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Authorized Signatory
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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 One Canada Square, London
E14 5AL.
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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 August 10, 2021, 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 Guarantees, 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 Notes are redeemable, in whole or in part, at the
option of the Company, at any time prior to February 13, 2041 (six months prior to the maturity 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 25 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 February 13, 2041 (six months prior to their maturity date),
the Notes shall be redeemable, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to 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. Holders of the
Notes may, under the circumstances specified in the Indenture, have the right to require the Company to purchase all or a portion of their Notes (in integral multiples of €1,000) pursuant to a Change of Control Offer. Holders of Notes
electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” below completed, to the Paying Agent at the address specified in the
notice, or transfer their Notes to the Trustee by book-entry transfer pursuant to the applicable procedures of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date. The Change
of Control Offer may be accepted for less than the entire principal amount of a Note, but in that event the principal amount of such Note remaining outstanding after repurchase must be equal to €100,000 or an integral multiple of €1,000 in
excess thereof.
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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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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.
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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.
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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.
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16. |
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.
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18. |
19. |
Date:
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Your Signature
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(Sign exactly as your name appears on the face of this Note)
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Tax I.D. Number:
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Signature Guarantee*:
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BECTON, DICKINSON AND COMPANY
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By:
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Name:
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Title:
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This ‘8-K’ Filing | Date | Other Filings | ||
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8/13/22 | ||||
Filed on: | 8/13/21 | 424B2, 8-A12B | ||
For Period end: | 8/10/21 | 424B2, 8-K, FWP | ||
5/17/19 | POSASR | |||
List all Filings |
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