Becton Dickinson & Co Sample Contracts

Becton Dickinson & Co – BARD PUERTO RICO RETIREMENT AND SAVINGS PLAN PLAN DOCUMENT (As Amended and Restated as Effective January 1, 2011) (February 12th, 2019)
Becton Dickinson & Co – BD DEFERRED COMPENSATION AND RETIREMENT BENEFIT RESTORATION PLAN Effective January 1, 2018 (November 21st, 2018)

Effective as of August 1, 1994 (the “Effective Date”), Becton, Dickinson and Company (the “Company”) adopted the Becton, Dickinson and Company Salary and Bonus Deferral Plan (the “Plan”) for the benefit of certain of its employees. The Plan is intended to be an unfunded plan of deferred compensation primarily for the benefit of a select group of management and highly compensated employees. To the extent that the Plan permits the voluntary deferral of bonuses, the Plan is intended to amend and replace the Bonus Deferral Option of the Becton, Dickinson and Company Executive Bonus Plan.

Becton Dickinson & Co – U.S. $750,000,000 364-DAY TERM LOAN AGREEMENT Dated as of September 6, 2018 Among BECTON, DICKINSON AND COMPANY (September 13th, 2018)

This 364-Day Term Loan Agreement, dated as of September 6, 2018 (this “Agreement”), is entered into by among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the Lenders (as hereinafter defined) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. The parties hereto agree as follows:

Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (May 24th, 2018)
Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (May 24th, 2018)
Becton Dickinson & Co – Underwriting Agreement (May 18th, 2018)

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of €300,000,000 principal amount of its 1.401% Notes due 2023 (the “Securities”).

Becton Dickinson & Co – Underwriting Agreement (May 18th, 2018)

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of £250,000,000 principal amount of its 3.02% Notes due 2025 (the “Securities”).

Becton Dickinson & Co – BY-LAWS of BECTON, DICKINSON AND COMPANY A New Jersey Corporation as Amended as of April 24, 2018 (April 25th, 2018)

The registered office of Becton, Dickinson and Company (the “Company”) shall be in the Borough of Franklin Lakes, County of Bergen, State of New Jersey or such other place within or without the State of New Jersey as the Board of Directors may designate. The Company may also establish and have such other offices within or without the State of New Jersey, as the Board of Directors may designate or its business may require.

Becton Dickinson & Co – Press Release (March 2nd, 2018)

FRANKLIN LAKES, N.J., March 1, 2018 -- BD (Becton, Dickinson and Company) (NYSE: BDX) announced today the results of its previously announced offer to repurchase (the “Offer”) any and all of its outstanding 3.000% Notes due May 15, 2026 (the “Notes”) in accordance with the terms and conditions set forth in the offer to repurchase, dated January 8, 2018 (the “Offer to Repurchase”). The Offer expired at 5:00 p.m., New York City time, on March 1, 2018 (the “Expiration Date”).

Becton Dickinson & Co – Underwriting Agreement (March 1st, 2018)
Becton Dickinson & Co – Becton, Dickinson and Company Calculation of Ratio of Earnings to Fixed Charges (March 1st, 2018)
Becton Dickinson & Co – Becton, Dickinson and Company (February 22nd, 2018)
Becton Dickinson & Co – Underwriting Agreement (February 22nd, 2018)
Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (February 22nd, 2018)
Becton Dickinson & Co – REGISTRATION RIGHTS AGREEMENT by and between Becton, Dickinson and Company, as Issuer, and Citigroup Global Markets Inc., as Dealer Manager Dated as of December 29, 2017 (December 29th, 2017)

This Registration Rights Agreement (this “Agreement”) is made and entered into this 29th day of December, 2017, by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and Citigroup Global Markets Inc. (the “Dealer Manager”).

Becton Dickinson & Co – [If Rule 144 Note, insert Rule 144A Legend from Appendix A]1 [If Regulation S Note, insert Regulation S Legend from Appendix A]2 (December 29th, 2017)
Becton Dickinson & Co – [If Rule 144 Note, insert Rule 144A Legend from Appendix A]1 [If Regulation S Note, insert Regulation S Legend from Appendix A]2 (December 29th, 2017)
Becton Dickinson & Co – PART I – FINANCIAL INFORMATION (December 29th, 2017)
Becton Dickinson & Co – NEWS RELEASE FOR IMMEDIATE RELEASE Contacts: Troy Kirkpatrick Monique N. Dolecki BD Public Relations BD Investor Relations (December 29th, 2017)

FRANKLIN LAKES, N.J., Dec. 29, 2017 – BD (Becton, Dickinson and Company) (NYSE: BDX), a leading global medical technology company, today announced it has completed the acquisition of C. R. Bard, Inc. (NYSE: BCR), creating a new health care industry leader with approximately $16 billion in annualized revenue.

Becton Dickinson & Co – [If Rule 144 Note, insert Rule 144A Legend from Appendix A]1 [If Regulation S Note, insert Regulation S Legend from Appendix A]2 (December 29th, 2017)
Becton Dickinson & Co – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (July 28th, 2017)

This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of April 23, 2017 (the “Merger Agreement”), by among C. R. Bard, Inc., a New Jersey corporation (the “Company”), Becton, Dickinson and Company, a New Jersey corporation (“Parent”), and Lambda Corp., a New Jersey corporation and a wholly owned subsidiary of Parent (“Merger Corp” and, collectively with the Company and Parent, the “Parties”), is made as of July 28, 2017, by and among the Parties.

Becton Dickinson & Co – Press Release (June 6th, 2017)

FRANKLIN LAKES, N.J., June 5, 2017 — BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that, in connection with its previously announced offers to exchange (the “Exchange Offers”) any and all outstanding 4.400% Notes due 2021, 3.000% Notes due 2026 and 6.700% Notes due 2026 (collectively, the “Bard Notes”) issued by C. R. Bard, Inc. (“Bard”) for new notes issued by BD (the “BD Notes”) and cash, and the related consent solicitations (the “Consent Solicitations”) being made by BD on behalf of Bard to adopt certain proposed amendments to the respective indentures governing the Bard Notes, BD has amended the Exchange Offers and Consent Solicitations to extend the expiration date of the Exchange Offers and Consent Solicitations from 12:01 a.m., New York City time, on June 5, 2017 to 12:01 a.m., New York City time, on July 3, 2017.

Becton Dickinson & Co – Becton, Dickinson and Company (June 6th, 2017)
Becton Dickinson & Co – Becton, Dickinson and Company (June 6th, 2017)
Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (June 6th, 2017)
Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (June 6th, 2017)
Becton Dickinson & Co – Press Release (May 25th, 2017)

FRANKLIN LAKES, N.J., May 19, 2017 -- BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that, in connection with its previously announced offers to exchange (the “Exchange Offers”) any and all outstanding 4.400% Notes due 2021, 3.000% Notes due 2026 and 6.700% Notes due 2026 (collectively, the “Bard Notes”) issued by C. R. Bard, Inc. (“Bard”) for new notes issued by BD (the “BD Notes”) and cash, and the related consent solicitations (the “Consent Solicitations”) being made by BD on behalf of Bard to adopt certain proposed amendments to the respective indentures governing the Bard Notes, BD has received the requisite number of consents to adopt the proposed amendments with respect to Bard’s 4.400% Notes due 2021 and 6.700% Notes due 2026. Bard has executed supplemental indentures with the trustees for the 4.400% Notes due 2021 and 6.700% Notes due 2026 that contain the proposed amendments, which amendments will become effective upon the settlement of the Exchange Offer rela

Becton Dickinson & Co – Underwriting Agreement (May 25th, 2017)
Becton Dickinson & Co – Underwriting Agreement (May 25th, 2017)

Becton, Dickinson and Company, a New Jersey corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of €700,000,000 principal amount of its 0.368% Notes due 2019 (the “Securities”).

Becton Dickinson & Co – Underwriting Agreement (May 16th, 2017)
Becton Dickinson & Co – 6.125% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A OF BECTON, DICKINSON AND COMPANY DEPOSIT AGREEMENT among BECTON, DICKINSON AND COMPANY, as Issuer, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly as Depositary, COMPUTERSHARE TRUST COMPANY, N.A., acting as Registrar and Transfer Agent, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 16, 2017 (May 16th, 2017)

THIS DEPOSIT AGREEMENT dated as of May 16, 2017 among (i) BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Corporation”), (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Trust Company”), jointly as Depositary (as hereinafter defined), (iii) the Trust Company, as Registrar (as hereinafter defined) and Transfer Agent (as hereinafter defined), and (iv) the Record Holders from time to time of the Receipts (as hereinafter defined) issued under this Agreement.

Becton Dickinson & Co – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (May 16th, 2017)

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Becton Dickinson & Co – U.S. $2,250,000,000 THREE-YEAR TERM LOAN AGREEMENT Dated as of May 12, 2017 Among BECTON, DICKINSON AND COMPANY as Borrower and THE LENDERS party hereto CITIBANK, N.A., (May 16th, 2017)

This Three-Year Term Loan Agreement, dated as of May 12, 2017 (this “Agreement”), is entered into by among BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the Lenders (as hereinafter defined) and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. The parties hereto agree as follows:

Becton Dickinson & Co – CREDIT AGREEMENT (May 16th, 2017)

BECTON, DICKINSON AND COMPANY, a New Jersey corporation (the “Borrower”), the banks (the “Banks”) and issuers of letters of credit (“Initial Issuing Banks”) listed on Schedule I hereto and CITIBANK, N.A. (“Citibank”) as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as hereinafter defined), agree as follows:

Becton Dickinson & Co – CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY (May 16th, 2017)

The undersigned Corporation for the purpose of amending its Restated Certificate of Incorporation and pursuant to the provisions of Sections 14A:7-2 and 14A:9-2(2) of the New Jersey Business Corporation Act, hereby executes the following Certificate of Amendment (the “Certificate of Amendment”):