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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported): February 5, 2024
BECTON, DICKINSON AND COMPANY
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of
incorporation)
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001-4802
(Commission File Number)
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22-0760120
(IRS Employer
Identification No.)
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1 Becton Drive
Franklin Lakes, New Jersey
(Address of principal executive offices)
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07417-1880
(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:
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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Common stock, par value $1.00
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BDX
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New York Stock Exchange
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1.900% Notes due December 15, 2026
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BDX26
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New York Stock Exchange
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3.020% Notes due May 24, 2025
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BDX25 |
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New York Stock Exchange
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1.208% Notes due June 4, 2026
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BDX/26A
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New York Stock Exchange
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1.213% Notes due February 12, 2036
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BDX/36
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New York Stock Exchange
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0.034% Notes due August 13, 2025
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BDX25A
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New York Stock Exchange
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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 8.01 Other Events.
On February 5, 2024, Becton, Dickinson and Company (“BD”) entered into (i) an underwriting agreement (the “BD USD
Underwriting Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (the “BD USD
Underwriters”), in connection with the offer and sale by BD to the BD USD Underwriters (the “BD USD Offering”) of (a) $625,000,000 aggregate principal amount of 4.874% Notes due 2029 (the “2029 Notes”) and (b) $550,000,000 aggregate principal
amount of 5.110% Notes due 2034 (the “2034 Notes,” and together with the 2029 Notes, the “BD USD Notes”) and (ii) an underwriting agreement (the “BD EUR Underwriting Agreement”) with Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited,
J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, as representatives of the underwriters named therein (the “BD EUR Underwriters,” and together with the BD USD Underwriters, the “Underwriters”) in connection with the offer
and sale by BD to the BD EUR Underwriters (the “BD EUR Offering,” and together with the BD USD Offering, the “Offerings”) of €750,000,000 aggregate principal amount of 3.519% Notes due 2031 (the “BD EUR Notes,” and together with the BD USD Notes,
the “Notes”). BD expects that the Offerings will be completed on or about February 8, 2024, subject to customary closing conditions.
BD expects to use the net proceeds from the BD EUR Offering to repay the $144 million aggregate principal amount
outstanding of its 3.875% Notes due 2024, and the $998 million aggregate principal amount outstanding of its 3.363% Notes due 2024, and to use cash on hand to pay accrued interest, related premiums, fees and expenses in connection therewith. BD
expects to use the net proceeds from the BD USD Offering to repay the $998 million aggregate principal amount outstanding of its 3.363% Notes due 2024, and the $875 million aggregate principal amount outstanding of its 3.734% Notes due 2024, and to
use cash on hand to pay accrued interest, related premiums, fees and expenses in connection therewith.
Pending the final application of the net proceeds of the Offerings, BD may use such proceeds temporarily for general
corporate purposes.
To the extent that any of the Underwriters or their respective affiliates own any series of BD’s outstanding debt, such
Underwriters or their respective affiliates may receive a portion of the net proceeds from one or both of the Offerings.
The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to
the full text of the BD USD Underwriting Agreement and the BD EUR Underwriting Agreement, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 hereto, respectively, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Underwriting Agreement, dated February 5, 2024, by and among Becton, Dickinson and Company and Barclays Capital Inc., BNP Paribas Securities Corp.,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein.
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Underwriting Agreement, dated February 5, 2024, by and among Becton, Dickinson and Company and Barclays Bank PLC, BNP Paribas, Citigroup Global
Markets Limited, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, as representatives of the several other underwriters named therein.
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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
(Registrant)
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By:
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/s/ Gary DeFazio
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Gary DeFazio
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Senior Vice President and Corporate Secretary
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Date: February 6, 2024
Exhibit 1.1
Becton, Dickinson and Company
Debt Securities
________
Underwriting Agreement
February 5, 2024
Barclays Capital Inc.
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
As Representatives of the several Underwriters
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
c/o BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
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”), for whom you (the “Representatives”) are acting as representatives, an aggregate of (i) $625,000,000
principal amount of its 4.874% Notes due 2029 (the “2029 Notes”) and (ii) $550,000,000 principal amount of its 5.110% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Securities”).
1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) An “automatic shelf registration statement” as defined
under Rule 405 under the Securities Act of 1933, as amended (the “Act”) on Form S-3 (File No. 333-255829) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to
the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding
for that purpose or pursuant to Section 8A of the Act has been initiated or, to the Company’s knowledge, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the
date of this Agreement, is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is
hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the
Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Basic
Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the
Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and
any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that
is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);
(b) No order preventing or suspending the use of any Preliminary
Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter expressly for use therein;
(c) For the purposes of this Agreement, the “Applicable Time” is
4:45 p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing Disclosure Package”), as of the
Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each
Issuer Free Writing Prospectus listed on Schedule II(a) hereto, if any, does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as
supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package or an Issuer Free Writing Prospectus in
reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;
(d) The documents incorporated by reference in the Pricing
Prospectus and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents
so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the
Company by an Underwriter expressly for use therein; and no such documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this
Agreement, except as set forth on Schedule II(b) hereto;
(e) The Registration Statement conforms, and the Prospectus and
any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;
(f) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, which event is material to the Company and its subsidiaries, taken as a whole; and, since
the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been any change in the capital stock (other than the issuance of shares under the Company’s employee benefit or stock
purchase plans or upon conversion of outstanding convertible securities of the Company) or long term obligations of the Company and its subsidiaries which are material taken as a whole or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated
in the Pricing Prospectus;
(g) 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 Pricing Prospectus, and is duly qualified as a
foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification; and each subsidiary of the
Company has been duly incorporated or formed and is validly existing as a corporation or company in good standing (to the extent good standing is applicable in such jurisdiction) under the laws of its jurisdiction of incorporation or formation and is
duly qualified as a foreign corporation or company for the transaction of business and in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification,
except in those instances with respect to the Company and its subsidiaries where failure to be so qualified or in good standing would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries taken
as a whole;
(h) The Company has an authorized capitalization as set forth in
the Pricing Prospectus and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and all of the issued shares of capital stock or ownership interests of each
subsidiary of the Company have been duly and validly authorized and issued, are fully paid and, to the extent applicable, non-assessable and (except for directors’ qualifying shares and minority interests reflected in the Company’s consolidated
financial statements included or incorporated in the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;
(i) The Securities have been duly authorized and, when issued
and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture dated as of March
1, 1997 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.) as trustee (the “Trustee”), under which they are to be issued, which is substantially in the form filed as
an exhibit to the Registration Statement or such other form as shall have previously been agreed to by you; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the
Securities and the Indenture will conform to the descriptions thereof in the Pricing Disclosure Package and the Prospectus;
(j) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, result in any violation of the provisions of the Certificate of Incorporation, as amended, or Bylaws of the Company or result in any violation of
any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture except
such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;
(k) The statements set forth in the Pricing Prospectus and the
Prospectus under the caption “Description of Notes” insofar as they purport to constitute a summary of the terms of the Securities, and under the caption “Underwriting (Conflicts of Interest)”, insofar as they purport to describe the provisions of
the laws and documents referred to therein, are accurate, complete and fair;
(l) Other than as set forth in the Pricing Prospectus, there
are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate reasonably be
expected to have a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of the Company’s knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by others; and there is no legal or governmental proceeding to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its
subsidiaries is the subject that would be required to be disclosed in the Registration Statement, the Pricing Prospectus or the Prospectus and is not so disclosed;
(m) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended;
(n) (i)(A) At the time of filing the Registration Statement, (B) at the
time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act,
the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the
meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;
(o) Ernst & Young LLP, who have certified certain
financial statements of the Company and its subsidiaries and have audited the Company’s internal control over financial reporting, are independent public accountants in respect of the Company as required by the Act and the rules and regulations of
the Commission thereunder;
(p) The financial statements and the related notes thereto
included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act and the rules and
regulations thereunder, as applicable, and present fairly in all material respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the
periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by
reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, when read in conjunction with the related financial statements, present fairly in all material respects the information required to be stated therein;
and the other financial information included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and
presents fairly in all material respects, on the basis stated therein, the information shown thereby. The interactive data in eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing
Disclosure Package and the Prospectus fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto;
(q) The Company maintains a system of internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or
under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company
believes its internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;
(r) Since the date of the latest audited financial
statements included or incorporated by reference in the Pricing Prospectus and except as set forth in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting;
(s) The Company has not taken, directly or indirectly, any
action designed to or that would constitute or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities of the Company in connection with the offering of the Securities;
(t) The Company maintains disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the
Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;
(u) Neither the Company nor any of its subsidiaries or
affiliates, nor, to the Company’s knowledge, any director, officer, employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action on behalf of the Company in furtherance of an offer,
payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or
government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to
influence official action or secure an improper advantage in favor of the Company; the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and
will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein; and no part of the proceeds of the offering is intended to be used, directly or
indirectly, in violation of any applicable anti-corruption law, except in each case, as would not be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole or on the transactions contemplated herein;
(v) To the Company’s knowledge, the operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where each of the Company and its subsidiaries conduct
business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened;
(w) (i) The Company represents that neither the Company nor any
of its subsidiaries (collectively, the “Entity”) or, to the knowledge of the Entity, any director or officer of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is:
(A) the subject of any sanctions administered or enforced by
the U.S. Department of Treasury’s Office of Foreign Assets Control, or any similar economic, financial or trade sanctions imposed by any other authority to which the Entity is currently subject (collectively, “Sanctions”), nor
B) located, organized or resident in a country or territory
that is the subject of Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, Crimea, so-called Donetsk People’s Republic , and so-called Luhansk People’s Republic, Zaporizhzhia and Kherson regions of Ukraine);
(ii) The Entity represents and covenants that, except pursuant
to appropriate government authorization or as exempted from such regulation, it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other Person:
(A) to fund or facilitate any activities or business of or
with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or
(B) in any other manner that will result in a violation of
Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise); and
(iii) The Entity represents and covenants that, except pursuant
to appropriate government authorization or as exempted from such regulation, for the past three (3) years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any
Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions; and
(x) Except as disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, (i) (x) to the Company’s knowledge after due inquiry, there has been no security breach or other compromise of or relating to the Company’s or any of its subsidiaries’ information technology and computer
systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”)
and (y) none of the Company or its subsidiaries have been notified of, or have any knowledge of any event that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data; (ii) the Company and its
subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of clauses (i) and (ii), individually or in the
aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
2. Subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of (i) 99.650% of the principal amount of the 2029 Notes and (ii) 99.350%
of the principal amount of the 2034 Notes, in each case, plus accrued interest, if any, from February 8, 2024 to the Time of Delivery (as defined below) hereunder, the respective principal amounts of Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
3. Upon the authorization by you of the release of the
Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.
4. (a) Each series of the Securities to be purchased by each
Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will
deliver the Securities to the Representatives, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the
Company to the Representatives at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of the Representatives at DTC. The Company will cause the certificates representing the Securities to be made available to
the Representatives for checking at least twenty-four hours prior to the Time of Delivery (as defined below). The time and date of such delivery and payment shall be at or about 9:30 a.m., New York City time, on February 8, 2024 or such other time
and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery”.
(b) The documents to be delivered at the Time of Delivery by or
on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(i) hereof, will be delivered at the offices of Sullivan
& Cromwell LLP, 125 Broad Street, New York, New York 10004, and the Securities will be delivered at the office of DTC or its designated custodian, all at the Time of Delivery. Final drafts of the documents to be delivered pursuant to the
preceding sentence will be available for review by the parties hereto on the Business Day next preceding the Time of Delivery. For the purposes of this Section 4, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration
Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to
the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, relating to the Securities, in a form approved by
you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file
promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long
as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise you, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such
purpose or pursuant to Section 8A of the Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a
notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities by the
Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement);
(b) If required by Rule 430B(h) under the Act, to prepare a form
of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus
which shall be disapproved by you promptly after reasonable notice thereof;
(c) If by the third anniversary (the “Renewal Deadline”) of the
initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the
Securities, in a form satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement
relating to the Securities, in a form satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or
appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf
registration statement or such new shelf registration statement, as the case may be;
(d) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any
jurisdiction;
(e) To furnish the Underwriters with written and electronic
copies of the Prospectus in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a
result of which the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made when such Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is
delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, or to file under the Exchange Act any
document incorporated by reference in the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such
document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus, or prior to availability of the
Prospectus, the Pricing Prospectus, or a supplement to the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, which will correct such statement or omission or effect such compliance; and in case any Underwriter is
required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request
but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(f) To make generally available to its securityholders as soon as
practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 under the Act);
(g) During the period beginning from the date hereof and
continuing to and including the later of the Time of Delivery and such earlier time as you may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as
provided hereunder, of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to the Securities;
(h) To pay the required Commission filing fees relating to the
Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) To use the net proceeds received by it from the sale of the
Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”; and
(j) To cooperate with the Underwriters in arranging for the
Securities to be eligible for clearance and settlement through DTC.
6. (a) (i) The Company represents and agrees that,
other than the final term sheet prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute a “free writing
prospectus” as defined in Rule 405 under the Act;
(ii) each Underwriter represents and agrees that, without the
prior consent of the Company and the Representatives, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities or any free writing prospectus that would not be required to
be filed with the Commission (including customary Bloomberg communications containing preliminary or final terms of the securities), it has not made and will not make any offer relating to the Securities that would constitute a free writing
prospectus; and
(iii) any such free writing prospectus the use of which has been
consented to by the Company and the Representatives (other than the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;
(b) The Company has complied and will comply with the
requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and
(c) The Company agrees that if at any time following issuance of
an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the
Representatives, and if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that
this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use
therein.
7. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in
connection with the preparation, printing, and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, any blue sky memorandum and any other documents in connection with the offering, purchase, sale and delivery of the
Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with any blue sky survey; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the
Trustee and any paying agent, registrar or depositary and any agent of the Trustee or such paying agent and the fees and disbursements of counsel for the Trustee and such paying agent in connection with the Indenture and the Securities; (vii) all
expenses and application fees in connection with the approval of the Securities for eligibility for clearance and settlement through DTC; and (viii) all other costs and expenses incident to the Company’s performance of its obligations hereunder which
are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their
counsel, all expenses incurred by the Underwriters in connection with any “road show”, transfer taxes on resale of any of the Securities by the Underwriters, and any advertising expenses connected with any offers they may make.
8. The obligations of the Underwriters hereunder shall be
subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and
any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act shall have been initiated or threatened by the Commission and no notice of
objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any
Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Sullivan & Cromwell LLP, counsel for the Underwriters,
shall have furnished to you such opinion or opinions, dated the Time of Delivery, in form and substance satisfactory to you, with respect to the incorporation of the Company, the validity of the Indenture, the Securities, the Registration Statement,
the Prospectus and other related matters as you may reasonably request, and the Company shall have furnished to such counsel such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) (i) The Assistant General Counsel for the Company and (ii)
Skadden, Arps, Slate, Meagher & Flom LLP, acting as special counsel for the Company, shall have furnished to you their respective written opinions (the content of which is set forth in Annex I(a) and Annex I(b) hereto, respectively), dated the
Time of Delivery, in form and substance reasonably satisfactory to you;
(d) (i) At the time of the execution of this Agreement,
Ernst & Young LLP, as auditors of the Company, shall have furnished to you a letter, dated such date, in form and substance satisfactory to you, to the effect set forth in Annex II hereto; and (ii) at the Time of Delivery, Ernst & Young LLP
shall have furnished to you a letter, dated such Time of Delivery, in form and substance satisfactory to you, to the effect that they reaffirm the statements made in the relevant letter furnished pursuant to Section 8(d)(i) above, except that the
specified date referred to shall be a date not more than three business days prior to the Time of Delivery;
(e) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing
Prospectus there shall not have been any change in the capital stock (other than the issuance of shares under the Company’s employee benefit or stock purchase plans or upon conversion of outstanding convertible debt of the Company) or long term debt
of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus;
(f) On or after the Applicable Time (i) no downgrading shall
have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;
(g) On or after the Applicable Time there shall not have
occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”) or the Nasdaq Stock Market (the “Nasdaq”); (ii) a suspension or material limitation in trading in
the Company’s securities on the NYSE or the Nasdaq; (iii) a general moratorium on commercial banking activities declared by Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance
services in the United States; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change
in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated by the Prospectus;
(h) The Securities shall be eligible for clearance and
settlement through DTC; and
(i) The Company shall have furnished or caused to be furnished
to you at the Time of Delivery certificates of officers of the Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (e) of this Section and as to such other matters as you may reasonably request.
If any of the conditions specified in this Section 8 shall not have been fulfilled when and
as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel to the Underwriters, this Agreement
and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Time of Delivery by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in
writing.
The documents required to be delivered by this Section 8 shall be
delivered at the office of Sullivan & Cromwell LLP, counsel for the Underwriters, at 125 Broad Street, New York, New York 10004, at the Time of Delivery.
9. (a) The Company will indemnify and hold harmless
each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free
Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein.
(b) Each Underwriter, severally and not jointly, will indemnify
and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement
thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. The Company acknowledges that the following statements under the caption
“Underwriting (Conflicts of Interest)” in the Prospectus (i) the third paragraph of text, concerning the terms of the offering by the Underwriters, (ii) the second and third sentence of the sixth paragraph of text, concerning market making by the
Underwriters, and (iii) the seventh, eighth and ninth paragraphs of text, concerning stabilization, short-positions and penalty bids created by the Underwriters, constitute the only information furnished in writing to the Company by or on behalf of
the several Underwriters for inclusion in any Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party) provided that in the event of such assumption the
action may not be compromised or settled by the indemnifying party without the consent of the indemnified party, which consent shall not be unreasonably withheld. After notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable to the indemnified party pursuant to the provisions of this Section 9 in respect of any action compromised or settled by the
indemnified party, unless the written consent of the indemnifying party shall have been obtained to such compromise or settlement (which consent shall not be unreasonably withheld). No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and
(ii) does not include a statement as to or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give
the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among
other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section 9 shall
be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any
Underwriter, and the directors, officers and selling agents of each Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.
10. (a) If at the Time of Delivery, any Underwriter shall
default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has
so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The
term “Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate
principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of
all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon
terminate if so decided by the Company upon notice to the Underwriters pursuant to Section 13 hereunder, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.
12. If this Agreement shall be terminated pursuant to Section 10
hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters for all out of pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery
of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.
13. All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you in care of Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (fax: (646)
834-8133); BNP Paribas Securities Corp., 787 Seventh Avenue, 3rd Floor, New York, New York 10019, Attention: Syndicate Desk (email:
DL.US.Syndicate.Support@us.bnpparibas.com); Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax: (646) 291-1469); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179,
Attention: Investment Grade Syndicate Desk (fax: (212) 834-6081); Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention:
Investment Banking Division (fax: (212) 507-8999) and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary. Any such
statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective
clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
14. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
15. Time shall be of the essence of this Agreement. As used
herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
16. The Company acknowledges and agrees that (i) the purchase
and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such
transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and
(iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes
a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
17. (a) As used in this Section 17 below, (i) “Bail-in
Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time; (ii) “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; (iii) “BRRD” means Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms, as amended or superseded; (iv) “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion powers in the applicable Bail-in
Legislation may be exercised; (v) “BRRD Party” means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD; (vi) “EU Bail-in Legislation Schedule” means the documents described as such, then in effect, and published by
the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499; and (vii) “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in
relation to a BRRD Party.
(b) Notwithstanding and to the exclusion of any other term of
this Agreement or any other agreements, arrangements, or understanding between any BRRD Party and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by
the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD Party to the Company under
this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof, (A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (B) the conversion of all, or a
portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (C) the cancellation of the BRRD
Liability; and (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this
Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
18. In recognition of the U.S. Special Resolutions Regimes, the
Company and each of the Underwriters agree that:
(a) In the event that any Underwriter that is a Covered Entity
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be
effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity
or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) For the purposes of this Section 18,
(i) “BHC Act Affiliate” has the meaning assigned to the term
“affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
(ii) “Covered Entity” means any of the following: (i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
(iii) “Default Right” has the meaning assigned to that term in, and
shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
(iv) “U.S. Special Resolution Regime” means each of (i) the Federal
Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
19. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
20. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
21. The Company and each of the Underwriters hereby irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
22. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery” and
words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic
Signature and Records Act or deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means).
23. Notwithstanding anything herein to the contrary, the Company
is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to
that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent
necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon the acceptance hereof by you this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company.
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Very truly yours, |
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BECTON, DICKINSON AND COMPANY |
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By: |
/s/ Christopher DelOrefice |
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Name: |
Christopher DelOrefice |
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Title: |
Executive Vice President and Chief Financial Officer |
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof: |
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BARCLAYS CAPITAL INC. |
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By: |
/s/ James Gutow |
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Name: James Gutow |
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Title: Managing Director |
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BNP PARIBAS SECURITIES CORP. |
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By: |
/s/ Christian J. Stewart |
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Name: Christian J. Stewart |
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Title: Managing Director |
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CITIGROUP GLOBAL MARKETS INC. |
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By: |
/s/ Adam D. Bordner |
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Name: Adam D. Bordner |
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Title: Managing Director |
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J.P. MORGAN SECURITIES LLC |
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By: |
/s/ Som Bhattacharyya |
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Name: Som Bhattacharyya |
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Title: Executive Director |
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MORGAN STANLEY & CO. LLC |
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By: |
/s/ Thomas Hadley |
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Name: Thomas Hadley |
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Title: Managing Dierctor |
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[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriter |
Principal Amount of 4.874% Notes
due 2029 to be Purchased |
Principal Amount of 5.110% Notes
due 2034 to be Purchased |
Barclays Capital Inc. |
$101,375,000 |
$89,210,000 |
BNP Paribas Securities Corp. |
$101,375,000 |
$89,210,000 |
Citigroup Global Markets Inc. |
$101,375,000 |
$89,210,000 |
J.P. Morgan Securities LLC |
$101,375,000 |
$89,210,000 |
Morgan Stanley & Co. LLC |
$101,375,000 |
$89,210,000 |
Goldman Sachs & Co. LLC |
$20,625,000 |
$18,150,000 |
Scotia Capital (USA) Inc. |
$20,625,000 |
$18,150,000 |
Wells Fargo Securities, LLC |
$20,625,000 |
$18,150,000 |
Academy Securities, Inc. |
$6,250,000 |
$5,500,000 |
ING Financial Markets LLC |
$6,250,000 |
$5,500,000 |
Intesa Sanpaolo IMI Securities Corp. |
$6,250,000 |
$5,500,000 |
KBC Bank NV |
$6,250,000 |
$5,500,000 |
Loop Capital Markets LLC |
$6,250,000 |
$5,500,000 |
PNC Capital Markets LLC |
$6,250,000 |
$5,500,000 |
Siebert Williams Shank & Co., LLC |
$6,250,000 |
$5,500,000 |
Standard Chartered Bank |
$6,250,000 |
$5,500,000 |
TD Securities (USA) LLC |
$6,250,000 |
$5,500,000 |
Total |
$625,000,000 |
$550,000,000 |
SCHEDULE II
(a) Issuer Free Writing Prospectuses not included in the Pricing
Disclosure Package: None.
(b) Additional Documents
Incorporated by Reference: None.
Sch II-1
Exhibit 1.2
Becton,
Dickinson and Company
Debt
Securities
________
Underwriting
Agreement
February
5, 2024
Barclays
Bank PLC
BNP
Paribas
Citigroup
Global Markets Limited
J.P.
Morgan Securities plc
Morgan
Stanley & Co. International plc
c/o Barclays Bank PLC
1 Churchill Place, Canary Wharf
London
E14 5HP,
United
Kingdom
c/o
BNP Paribas
16,
Boulevard des Italiens
75009
– Paris
France
c/o
Citigroup Global Markets Limited
Citigroup Centre, Canada Square, Canary Wharf
London E14 5LB,
United
Kingdom
c/o
J.P. Morgan Securities plc
25
Bank Street, Canary Wharf
London
E14 5JP,
United
Kingdom
c/o
Morgan Stanley & Co. International plc
25
Cabot Square, Canary Wharf
London
E14 4QA,
United
Kingdom
Goldman
Sachs & Co. LLC
200
West Street,
New
York, New York 10282-2198
United
States of America
Scotiabank
(Ireland) Designated Activity Company
Three
Park Place, Hatch Street Upper,
Dublin
2, D02 FX65,
Ireland
Wells
Fargo Securities International Limited
33
King William Street,
London
EC4R 9AT,
United
Kingdom
Academy
Securities Inc.
622
Third Avenue, 12th Floor
New
York, NY 10017
United
States of America
ING
Bank N.V., Belgian Branch
Avenue
Marnix 24
1000
Brussels
Belgium
Intesa
Sanpaolo IMI Securities Corp.
1
William Street
New
York, NY 10004
United
States of America
KBC
Bank NV
Havenlaan
2
1080
Brussels
Belgium
Loop
Capital Markets LLC
425
South Financial Place, Suite 2700
Chicago,
IL 60605
United
States of America
PNC
Capital Markets LLC
10th
Floor, 300 Fifth Avenue
Pittsburgh,
PA 15222
United
States of America
Siebert
Williams Shank & Co., LLC
100
Wall Street, 18th Floor
New
York, NY 10005
United
States of America
Standard
Chartered Bank
1
Basinghall Avenue
London
EC2V 5DD
United
Kingdom
The
Toronto-Dominion Bank
60
Threadneedle Street
London
EC2R 8AP
United
Kingdom
Ladies
and Gentlemen:
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 €750,000,000
principal amount of its 3.519% Notes due 2031 (the “Securities”). The Securities are to be issued pursuant to the
Indenture, dated as of March 1, 1997 (the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A., (as successor to JPMorgan Chase Bank, N.A.) as trustee (the “Trustee”).
1. The Company represents and warrants to, and agrees
with each of the Underwriters that:
(a) An
“automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the
“Act”) on Form S-3 (File No. 333-255829) in respect of the Securities has been filed with the Securities and
Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement,
and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration
statement or any part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been
initiated or, to the Company’s knowledge, threatened by the Commission, and no notice of objection of the Commission to
the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been
received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently
been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”;
any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission
pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such
registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating
to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement,
each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the
“Registration Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time
(as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus
relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof
is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement
to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective
amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant
to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the
Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus”
as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”);
(b) No order preventing or suspending the use of any
Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued
by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements
of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations
of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;
(c) For
the purposes of this Agreement, the “Applicable Time” is 5:30 p.m. (London time) on the date of this Agreement; the
Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together
(collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto, if any,
does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each
such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable
Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package or an Issuer Free
Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly
for use therein;
(d) The documents incorporated by reference in the Pricing
Prospectus and the Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement
thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder
and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply
to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by
an Underwriter expressly for use therein; and no such documents were filed with the Commission since the Commission’s close
of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement,
except as set forth on Schedule II(b) hereto;
(e) The
Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and
the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the
Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;
(f) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements included
or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Prospectus, which event is material to the Company and its subsidiaries,
taken as a whole; and, since the respective dates as of which information is given in the Registration Statement and the Pricing
Prospectus, there has not been any change in the capital stock (other than the issuance of shares under the Company’s employee
benefit or stock purchase plans or upon conversion of outstanding convertible preferred stock of the Company) or long term obligations
of the Company and its subsidiaries which are material taken as a whole or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’
equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated
in the Pricing Prospectus;
(g) 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
Pricing Prospectus, and is duly qualified as a foreign corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification;
and each subsidiary of the Company has been duly incorporated or formed and is validly existing as a corporation or company in
good standing (to the extent good standing is applicable in such jurisdiction) under the laws of its jurisdiction of incorporation
or formation and is duly qualified as a foreign corporation or company for the transaction of business and in good standing under
the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification,
except in those instances with respect to the Company and its subsidiaries where failure to be so qualified or in good standing
would not have a material adverse effect on the business or financial condition of the Company and its subsidiaries taken as a
whole;
(h) The
Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and all of the issued shares
of capital stock or ownership interests of each subsidiary of the Company have been duly and validly authorized and issued, are
fully paid and, to the extent applicable, non-assessable and (except for directors’ qualifying shares and minority interests
reflected in the Company’s consolidated financial statements included or incorporated in the Prospectus) are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;
(i) The Securities have been duly authorized and, when
issued and delivered pursuant to this Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits
provided by the Indenture, under which they are to be issued, which is substantially in the form filed as an exhibit to the Registration
Statement or such other form as shall have previously been agreed to by you; the Indenture has been duly authorized and duly qualified
under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; the Securities and the Indenture will conform to the descriptions thereof
in the Pricing Disclosure Package and the Prospectus;
(j) The
issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture
and this Agreement, as applicable, and the consummation of the transactions herein and therein contemplated will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries
is subject, result in any violation of the provisions of the Certificate of Incorporation, as amended, or Bylaws of the Company
or result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their respective properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale
of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except
such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution
of the Securities by the Underwriters;
(k) The statements set forth in the Pricing Prospectus and
the Prospectus under the caption “Description of Notes” insofar
as they purport to constitute a summary of the terms of the Securities and the Indenture, and under the caption “Underwriting”,
insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;
(l) Other than as set forth in the Pricing Prospectus,
there are no legal or governmental proceedings pending to which the Company
or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which
would individually or in the aggregate reasonably be expected to have a material adverse effect on the consolidated financial
position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the
best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened
by others; and there is no legal or governmental proceeding to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject that would be required to be disclosed in the Registration
Statement, the Pricing Prospectus or the Prospectus and is not so disclosed;
(m) The
Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof,
will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended;
(n)
(i) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes
of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed
pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting
on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities
in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined
in Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company
was not an “ineligible issuer” as defined in Rule 405 under the Act;
(o) Ernst
& Young LLP, who have audited certain financial statements of the Company and its subsidiaries and have audited the Company’s
internal control over financial reporting, are an independent registered public accounting firm in respect of the Company as required
by the Act and the rules and regulations of the Commission thereunder;
(p) The financial statements and the related notes thereto
included or incorporated by reference in each of the Registration
Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements
of the Act and the Exchange Act and the rules and regulations thereunder, as applicable, and present fairly in all material
respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered
thereby, and the supporting schedules included or incorporated by reference in each of the Registration Statement, the
Pricing Disclosure Package and the Prospectus, when read in conjunction with the related financial statements, present fairly
in all material respects the information required to be stated therein; and the other financial information included or
incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been
derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects, on the
basis stated therein, the information shown thereby. The interactive data in eXtensbile Business Reporting Language included
or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents
the information called for in all material respects and is prepared in accordance with the Commission’s rules and
guidelines applicable thereto;
(q) The Company maintains a system of internal control over
financial reporting (as such term is defined in Rule 13a-15(f)
under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s
principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The Company believes its internal control over financial reporting
is effective and the Company is not aware of any material weaknesses in its internal control over financial
reporting;
(r)
Since the date of the latest audited financial statements included or incorporated by reference in
the Pricing Prospectus and except as set forth in the Pricing Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting;
(s) The Company has not taken, directly or indirectly, any
action designed to or that would constitute or
that might reasonably be expected to cause or result in stabilization or manipulation of the price of any securities of the Company
in connection with the offering of the Securities;
(t)
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e)
under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have
been designed to ensure that material information relating to the Company and its subsidiaries is made known to the
Company’s principal executive officer and principal financial officer by others within those entities; and such
disclosure controls and procedures are effective;
(u) (i)
Neither the Company nor any of its subsidiaries or affiliates, nor, to the Company’s knowledge, any director, manager, officer,
employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken or will take any action
on behalf of the Company in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving
of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including
any officer or employee of a government or government-owned or controlled entity or of a public international organization, or
any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or
candidate for political office) to influence official action or secure an improper advantage in favor of the Company; and (ii)
the Company and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption
laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance
with such laws and with the representation and warranty contained herein; and (iii) no part of the proceeds of the offering is
intended to be used, directly or indirectly, in violation of any applicable anti-corruption law except in case of (i) –
(iii), as would not be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole or on the
transactions contemplated herein;
(v) To
the Company’s knowledge, the operations of the Company and its subsidiaries are and have been conducted at all times in
material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy
Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where each
of the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of
the Company, threatened;
(w) (i) The Company represents that neither the Company nor any of
its subsidiaries (collectively, the “Entity”) or, to
the knowledge of the Entity, any director or officer of the Entity, is an individual or entity (“Person”) that is,
or is owned or controlled by a Person that is:
(A)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control,
or any similar economic, financial or trade sanctions imposed by any other authority to which the Entity is currently subject
(collectively, “Sanctions”), nor
B)
located, organized or resident in a country or territory that is the subject of Sanctions (at the time of this Agreement, Cuba,
Iran, North Korea, Syria, Crimea, so-called Donetsk People’s Republic , and so-called Luhansk People’s Republic, Zaporizhzhia
and Kherson regions of Ukraine);
(ii)
The Entity represents and covenants that, except pursuant to appropriate government authorization or as exempted from such regulation,
it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person:
(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions; or
(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise); and
(iii)
The Entity represents and covenants that, except pursuant to appropriate government authorization or as exempted from such regulation,
for the past three (3) years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage
in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction
is or was the subject of Sanctions; and
(iv)
The representation in this clause (w) is provided to each Underwriter only if and to the extent that it does not result in a violation
of the Council Regulation (EC) No. 2271/1996 of 22 November 1996 (the “Blocking Regulation”), including as it forms
part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”)
and/or any associated and applicable national law, instrument or regulation related to the Blocking Regulation in any member state
of the European Union, or pursuant to any similar blocking or anti-boycott law or regulation in the United Kingdom;
(x) Except as disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, (i) (x) to the Company’s
knowledge after due inquiry, there has been no security breach or other compromise of or relating to the Company’s or any
of its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data
of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment
or technology (collectively, “IT Systems and Data”) and (y) none of the Company or its subsidiaries have been notified
of, or have any knowledge of any event that would reasonably be expected to result in, any security breach or other compromise
to their IT Systems and Data; (ii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such
IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of clauses
(i) and (ii), individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries taken as a
whole; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry
standards and practices; and
(y) Except as disclosed in the Registration Statement, the
Pricing Disclosure Package and the Prospectus, all payments to be made
by the Company under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of,
any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by the United
States of America, or by any department, agency or other political subdivision or taxing authority thereof or therein, and all
interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”); if any Taxes are required
by law to be deducted or withheld in connection with such payments, the Company will increase the amount paid so that the full
amount of such payment is received by the Underwriters.
2. Subject to the terms and conditions herein set
forth, the Company agrees to issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.600% of the principal
amount of the Securities, plus accrued interest, if any, from February 8, 2024 to the Time of Delivery (as defined below) hereunder,
the respective principal amounts of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
3. Upon
the authorization by Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Morgan Stanley
& Co. International plc (the “Representatives”) of the release of the Securities, the several Underwriters propose
to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.
4. (a) The Securities to be purchased by each
Underwriter hereunder will be represented by one or more definitive global Securities
in book-entry form which will be registered in the name of a nominee of Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking S.A. (“Clearstream”). Payment for the Securities shall be made by or on behalf of the Underwriters
to the Company in immediately available funds in euro by wire transfer through a common depositary for Euroclear and Clearstream
(the “Common Depositary”) to the account specified by the Company to the Underwriters at least forty-eight hours in
advance against delivery of the Securities to the Underwriters, with any transfer taxes payable in connection with the transfer
of the Securities to the Underwriters duly paid by the Company. The Company will cause the certificates representing the Securities
to be made available to the Representatives for checking at least twenty-four hours prior to the Time of Delivery (as defined
below). The time and date of such delivery and payment shall be at or about 10:00 a.m., London time, on February 8, 2024 or such
other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the
“Time of Delivery”.
(b) J.P.
Morgan Securities plc or such other Underwriter as the Underwriters may agree to settle the Securities (the “Settlement
Bank”) acknowledges that the Securities represented by the global notes will initially be credited to an account (the “Commissionaire
Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (stipulation
pour autrui) with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others
only against payment of the net subscription monies for the Securities (i.e. less the commissions and expenses to be deducted
from the subscription monies) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges
that (i) the Securities represented by the global notes shall be held to the order of the Company as set out above and (ii) the
net subscription monies for the Securities received in the Commissionaire Account (i.e. less the commissions and expenses deducted
from the subscription monies) will be held on behalf of the Company until such time as they are transferred to the Company’s
order. The Settlement Bank undertakes that the net subscription monies for the Securities (i.e. less the commissions and expenses
deducted from the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies
in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (stipulation
pour autrui) pursuant to the Belgian/Luxembourg Civil Code in respect of the Commissionaire Account.
(c) The
documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof,
will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, and the Securities
will be delivered at the office of the Common Depositary, all at the Time of Delivery. Final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties hereto on the Business Day next preceding the Time
of Delivery. For the purposes of this Section 4, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City or London, England are generally authorized or obligated
by law or executive order to close.
5. The Company agrees with each of the Underwriters:
(a) To
prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than
the Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment
or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which shall
be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the
Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, relating to the Securities, in
a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such
Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under
the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required
in connection with the offering or sale of the Securities; to advise you, promptly after it receives notice thereof, of the issuance
by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus
in respect of the Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A
of the Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus
or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to
obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps
including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense,
as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement
shall include any such amendment or new registration statement);
(b) If required by Rule 430B(h) under the Act, to prepare a form of
prospectus in a form approved by you and to file such form of
prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further
amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof;
(c) If by the third anniversary (the “Renewal Deadline”) of the
initial effective date of the Registration Statement,
any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible
to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to you. If at the Renewal
Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not
already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to you and will use
its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline.
The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue
as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement
shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be;
(d) Promptly
from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the
securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided
that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction;
(e) To furnish the Underwriters with written and electronic copies
of the Prospectus in such quantities as you may from time to time
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus, or prior to availability
of the Prospectus, the Pricing Prospectus, in connection with the offering or sale of the Securities and if at such time any event
shall have occurred as a result of which the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, as
then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus, or
prior to availability of the Prospectus, the Pricing Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under
the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement
the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, or to file under the Exchange Act any document
incorporated by reference in the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare
and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may
from time to time reasonably request of an amended Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus,
or a supplement to the Prospectus, or prior to availability of the Prospectus, the Pricing Prospectus, which will correct such
statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months
or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying
with Section 10(a)(3) of the Act;
(f) To make generally available to its securityholders as soon as
practicable, but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company
and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158 under the Act);
(g) During the period beginning from the date hereof and continuing
to and including the later of the Time of Delivery and such earlier
time as you may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short
sale or otherwise dispose, except as provided hereunder, of any debt securities of the Company which mature more than one year
after such Time of Delivery and which are substantially similar to the Securities;
(h) To pay the required Commission filing fees relating to the
Securities within the time required by Rule 456(b)(1) under the
Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i) To
use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the
Pricing Prospectus under the caption “Use of Proceeds”; and
(j) To cooperate with the Underwriters in arranging for the
Securities to be eligible for clearance and settlement through Euroclear
and Clearstream.
6. (a)(i) The Company represents and agrees that,
other than the final term sheet prepared and filed pursuant to Section 5(a)
hereof, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities
that would constitute a “free writing prospectus” as defined in Rule 405 under the Act;
(ii)
each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, other than one
or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities or any
free writing prospectus that would not be required to be filed with the Commission (including customary Bloomberg communications
containing preliminary or final terms of the securities), it has not made and will not make any offer relating to the Securities
that would constitute a free writing prospectus; and
(iii)
any such free writing prospectus the use of which has been consented to by the Company and the Representatives (other than the
final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;
(b) The Company has complied and will comply with the requirements
of Rule 433 under the Act applicable to any Issuer Free Writing
Prospectus, including timely filing with the Commission or retention where required and legending; and
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result
of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus
or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt
notice thereof to the Representatives, if requested by the Representatives, will prepare and furnish without charge to each Underwriter
an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however,
that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made
in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein.
7. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the
Securities under the Act and all other expenses in connection with the preparation, printing, and filing of the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing
this Agreement, the Indenture, any blue sky memorandum and any other documents in connection with the offering, purchase, sale
and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale
under state securities laws as provided in Section 5(d) hereof, including the reasonable fees and disbursements of counsel for
the Underwriters in connection with such qualification and in connection with any blue sky survey; (iv) any fees charged by securities
rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trustee
and any paying agent, registrar or depositary and any agent of the Trustee or such paying agent and the fees and disbursements
of counsel for the Trustee and such paying agent in connection with the Indenture, the Securities; (vii) all expenses and application
fees in connection with the listing of the Securities on the New York Stock Exchange (“NYSE”); (viii) all expenses
and application fees in connection with the approval of the Securities for eligibility for clearance and settlement through Euroclear
and Clearstream; and (ix) all other costs and expenses incident to the Company’s performance of its obligations hereunder
which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this
Section, and Sections 9 and 15 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their
counsel, all expenses incurred by the Underwriters in connection with any “road show”, transfer taxes on resale of
any of the Securities by the Underwriters, and any advertising expenses connected with any offers they may make.
8. The obligations of the Underwriters hereunder shall be
subject, in their discretion, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition
that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional
conditions:
(a) The
Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated
by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act,
shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop
order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding
for that purpose or pursuant to Section 8A of the Securities Act shall have been initiated or threatened by the Commission and
no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant
to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or
any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Sullivan & Cromwell LLP, counsel for the Underwriters, shall
have furnished to you such opinion or opinions, dated the Time
of Delivery, in form and substance satisfactory to you, with respect to the incorporation of the Company, the validity of the
Indenture, the Securities, the Registration Statement, the Prospectus and other related matters as you may reasonably request,
and the Company shall have furnished to such counsel such papers and information as they may reasonably request to enable them
to pass upon such matters;
(c) (i) The Assistant General Counsel for the Company; and (ii)
Skadden, Arps, Slate, Meagher & Flom LLP, acting as special counsel
for the Company shall have furnished to you their respective written opinions (the content of which is set forth in Annex I(a)
and Annex I(b) hereto, respectively), dated the Time of Delivery, in form and substance reasonably satisfactory to you;
(d) (i) At the time of the execution of this Agreement,
Ernst & Young LLP, as auditors of the Company, shall have furnished
to you a letter, dated such date, in form and substance satisfactory to you, to the effect set forth in Annex II hereto; and (ii)
at the Time of Delivery, Ernst & Young LLP shall have furnished to the Underwriters a letter, dated such Time of Delivery,
in form and substance satisfactory to the Underwriters, to the effect that they reaffirm the statements made in the relevant letter
furnished pursuant to Section 8(d)(i) above, except that the specified date referred to shall be a date not more than three business
days prior to the Time of Delivery;
(e) (i)
Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which
information is given in the Pricing Prospectus there shall not have been any change in the capital stock (other than the issuance
of shares under the Company’s employee benefit or stock purchase plans or upon conversion of outstanding convertible preferred
stock of the Company) or long term debt of the Company or any of its subsidiaries or any change, or any development involving
a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results
of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Prospectus, the
effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated
in the Prospectus;
(f) On or after the Applicable Time (i) no downgrading shall have
occurred in the rating accorded the Company’s debt securities
by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the
Exchange Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company’s debt securities;
(g) On or after the Applicable Time there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in securities generally on the NYSE or the Nasdaq Stock Market (the “Nasdaq”); (ii) a suspension or material
limitation in trading in the Company’s securities on the NYSE or the Nasdaq; (iii) a general moratorium on commercial banking
activities declared by Federal, New York State or European Union authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States or the European Union; or (iv) the outbreak or escalation of
hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence
of any other calamity or crisis or any change in financial, political or economic conditions in the United States or the member
states of the European Union or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment
makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in
the manner contemplated by the Prospectus;
(h) The Securities shall be eligible for clearance and settlement
through Euroclear and Clearstream;
(i) The Securities shall be duly listed and admitted for trading
on the NYSE, subject to official notice of issuance;
(j) The Company shall have furnished or caused to be furnished to
you at the Time of Delivery certificates of officers of the Company
reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such
time, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to
the matters set forth in subsections (a) and (e) of this Section and as to such other matters as you may reasonably request; and
(k) The
Company shall have furnished or caused to be furnished to you at the Time of Delivery a certificate from the chief financial officer
of the Company reasonably satisfactory to you as to the absence of instruments or agreements which limit or restrict the freedom
of the Company to incur the indebtedness evidenced by the Securities.
If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in
form and substance to the Representatives and counsel to the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Time of Delivery by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The
documents required to be delivered by this Section 8 shall be delivered at the office of Sullivan & Cromwell LLP, counsel
for the Underwriters, at 125 Broad Street, New York, New York 10004, at the Time of Delivery.
9. (a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several,
to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending
any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus,
the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance
upon and in conformity with written information furnished to the Company by any Underwriter expressly for use therein.
(b) Each
Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities
to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon
and in conformity with written information furnished to the Company by such Underwriter expressly for use therein; and will reimburse
the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any
such action or claim as such expenses are incurred. The Company acknowledges that the following statements under the caption “Underwriting
(Conflicts of Interest)” in the Prospectus (i) the sixth sentence of the sixth paragraph of text, concerning market making
by the Underwriters, (ii) the third paragraph of text, concerning the terms of the offering by the Underwriters and (iii) the
eighth, ninth and tenth paragraphs of text, concerning stabilization, short-positions and penalty bids created by the Underwriters,
constitute the only information furnished in writing to the Company by or on behalf of the several Underwriters for inclusion
in any Preliminary Prospectus, the Pricing Disclosure Package and the Prospectus.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party) provided that in the event of such assumption the action may not
be compromised or settled by the indemnifying party without the consent of the indemnified party, which consent shall not be unreasonably
withheld. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. The indemnifying party shall not be liable to the indemnified party pursuant to the provisions
of this Section 9 in respect of any action compromised or settled by the indemnified party, unless the written consent of the
indemnifying party shall have been obtained to such compromise or settlement (which consent shall not be unreasonably withheld).
No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a statement as to or on behalf of any indemnified party.
(d) If
the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other
relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth
in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable
by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d)
to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The
obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the
Act and each broker-dealer affiliate of any Underwriter, and the directors, officers and selling agents of each Underwriter; and
the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
10. (a) If at the Time of Delivery, any Underwriter shall
default in its obligation to purchase the Securities which it has agreed
to purchase hereunder, the Representatives may in their discretion arrange for any of the Representatives or another party or
other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any
Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase
such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company
that they have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery
for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments
or supplements to the Registration Statement or the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section
10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains
unpurchased does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed
to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter
or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Underwriter or Underwriters by
the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains
unpurchased exceeds one eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise
the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate if so decided by the Company upon notice to the Underwriters pursuant
to Section 18 hereunder, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements
in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The
Company hereby authorizes J.P. Morgan Securities plc in its role as stabilizing manager (the “Stabilizing Manager”)
to make adequate public disclosure regarding stabilization of the information required in relation to such stabilization and handling
any component authority requests, in each case, in accordance with Article 6(5) of Commission Delegated Regulation EU 2016/1052
of 8 March 2016 supplementing Regulation (EU) No 596/2014 and/or Article 6(5) of the Commission Delegated Regulation EU 2016/1052
supplementing Regulation (EU) No 596/2014 as it applies in domestic law by virtue of the EUWA (as amended by the Technical Standards
(Market Abuse Regulation) (EU Exit) Instrument 2019 (FCA 2019/45)), as applicable with regard to regulatory technical standards
for the conditions applicable to buy-back programs and stabilization measures. The Stabilizing Manager for its own account may,
to the extent permitted by applicable laws and regulations and in compliance therewith, over-allot and/or effect transactions
in over-the-counter market or as otherwise in connection with the distribution of the Securities with a view to supporting the
market price of the Securities at a level higher than that which might otherwise prevail in the open market, but in doing so the
Stabilizing Manager shall act as principal and not as agent of the Company and any loss resulting from overallotment and stabilization
shall be borne, and any profit arising therefrom shall be beneficially retained, by the Stabilizing Manager. However, there is
no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization
action. Nothing contained in this paragraph shall be construed so as to require the Company to issue in excess of the aggregate
principal amount of Securities specified in Schedule I hereto. Such stabilization, if commenced, may be discontinued at any time
and shall be conducted by the Stabilizing Manager in accordance with all applicable laws and directives.
12. Solely for the purposes of the requirements of the
FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance Rules”), regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance
Rules:
(a) Each of Barclays Bank PLC, BNP Paribas, Citigroup Global Markets
Limited, J.P. Morgan Securities plc and Morgan Stanley &
Co. International plc (each a “UK MiFIR Manufacturer” and together, the “UK MiFIR Manufacturers”) acknowledges
to each other UK MiFIR Manufacturer that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance
Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to
the Securities and the related information set out in any Preliminary Prospectus and the Prospectus, or any such amendment or
supplement, in connection with the Securities; and
(b) Each of the other Underwriters and the Company note the
application of the UK MiFIR Product Governance Rules and acknowledge the
target market and distribution channels identified as applying to the Securities by the UK MiFIR Manufacturers and the related
information set out in any Preliminary Prospectus and the Prospectus, or any such amendment or supplement, in connection with
the Securities.
13. If
for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than
United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such
other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of
the Company with respect to any sum due from it to any Underwriter or any person controlling any Underwriter or any broker-dealer
affiliate of any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged
until the first business day following receipt by such Underwriter or controlling person or broker-dealer affiliate of such Underwriter
of any sum in such other currency, and only to the extent that such Underwriter or controlling person or broker-dealer affiliate
of such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency.
If the United States dollars so purchased are less than the sum originally due to such Underwriter or controlling person or broker-dealer
affiliate of such Underwriter hereunder, the Company jointly and severally agree, as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter or controlling person or broker-dealer affiliate of such Underwriter against
such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling
person or broker-dealer affiliate of such Underwriter hereunder, such Underwriter or controlling person or broker-dealer affiliate
of such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally
due to such Underwriter or controlling person or broker-dealer affiliate of such Underwriter hereunder.
14. The respective indemnities, agreements,
representations, warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter
or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company,
and shall survive delivery of and payment for the Securities.
15. If this Agreement shall be terminated pursuant to
Section 10 hereof, the Company shall not then be under any liability to any
Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or
on behalf of the Company as provided herein, the Company will reimburse the Underwriters for all out of pocket expenses approved
in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Securities, but the Company shall not then be under further liability
to any Underwriter except as provided in Sections 7 and 9 hereof.
16. The execution of this Agreement by all parties will
constitute the Underwriters’ acceptance of the ICMA Agreement Among
Managers Version 1/New York Schedule subject to any amendment notified to the Underwriters in writing at any time prior to the
execution of this Agreement. References to the “Managers” shall be deemed to refer to the Underwriters, references
to the “Lead Manager” shall be deemed to refer to each of the Representatives and references to “Settlement
Lead Manager” shall be deemed to refer to J.P. Morgan Securities plc. As applicable to the Underwriters, Clause 3 of the
ICMA Agreement Among Managers Version 1/New York Schedule shall be deemed to be deleted in its entirety and replaced with Section
10 of this Agreement.
17. All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent
by mail, telex or facsimile transmission to you in care of Barclays Bank PLC, 1 Churchill Place, London E14 5HP, United Kingdom,
Attention: Debt Syndicate (tel: +44-207-773 9098, email: LeadManagedBondNotices@barclayscorp.com); BNP Paribas, 10 Harewood Avenue,
London NW1 6AA, United Kingdom, Attention: Fixed Income Syndicate (email: dl.syndsupportbonds@uk.bnpparibas.com); Citigroup Global
Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Syndicate Desk (fax:
+44-207-986 1927); J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention: Head of
International Syndicate (email: emea_syndicate@jpmorgan.com); Morgan Stanley & Co. International plc, 25 Cabot Square, Canary
Wharf, London E14 4QA, Attention: Head of Transaction Management Group, Global Capital Markets (tel: +44-207-677 4799, fax: +44-207-056
4984, email: tmglondon@morganstanley.com) and if to the Company shall be delivered or sent by mail, telex or facsimile transmission
to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such
Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements
shall take effect upon receipt thereof.
In
accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the
Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company
and, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
18. This Agreement shall be binding upon, and inure
solely to the benefit of, the Underwriters, the Company and, to the extent provided
in Sections 9 and 14 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
19. Time shall be of the essence of this Agreement. As
used herein, the term “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
20. The
Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary
of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect
to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.
The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature
or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
21. (a) As used in this Section 21 below, (i)
“Bail-in Legislation” means in relation to a member state of the European
Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule
or requirement as described in the EU Bail-in Legislation Schedule from time to time; (ii) “Bail-in Powers” means
any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
(iii) “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions
and investment firms, as amended or superseded; (iv) “BRRD Liability” means a liability in respect of which the relevant
Write Down and Conversion powers in the applicable Bail-in Legislation may be exercised (v) “BRRD Party” means an
institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD; (vi) “EU Bail-in Legislation Schedule”
means the documents described as such, then in effect, and published by the Loan Market Association (or any successor person)
from time to time at http://www.lma.eu.com/pages.aspx?p=499; and (vii) “Relevant Resolution Authority” means the resolution
authority with the ability to exercise any Bail-in Powers in relation to a BRRD Party.
(b) Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any BRRD
Party and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject
to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:
(i) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any
BRRD Party to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some
combination thereof, (A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; (B) the
conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant BRRD
Party or another person (and the issue to or conferral on the Company of such shares, securities or obligations); (C) the cancellation
of the BRRD Liability; and (D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates
on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of
this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by
the Relevant Resolution Authority.
22. (a) As used in this Section 22 below, (i)
“UK Bail-in Legislation” means Part 1 of the UK Banking Act 2009 and any
other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings);
(ii) “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised; (iii) “UK
Bail-in Party” means any Underwriter subject to UK Bail-in Powers; and (iv) “UK Bail-in Powers” means the powers
under the UK Bail-in Legislation to cancel, transfer, or dilute shares issued by a person that is a bank or investment firm or
affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract
or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability.
(b) Notwithstanding and to the exclusion of any other term of this
Agreement or any other agreements, arrangements, or understanding
between the Company and any UK Bail-in Party, the Company acknowledges and accepts that a UK Bail-in Liability arising under this
Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts,
and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority, in relation
to any UK Bail-in Liability of the relevant UK Bail-in Party to the Company under this Agreement, that (without limitation) may
include and result in any of the following, or some combination thereof: (A) the reduction of all, or a portion, of the UK Bail-in
Liability or outstanding amounts due thereon; (B) the conversion of all, or a portion, of the UK Bail-in Liability into shares,
other securities or other obligations of the UK Bail-in Party or another person, and the issue to or conferral on the Company
of such shares, securities or obligations; (C) the cancellation of the UK Bail-in Liability; or (D) the amendment or alteration
of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment
for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution
authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.
23. Each
Underwriter has represented and agreed that: (i) it has only communicated or caused to be communicated and will only communicate
or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the
Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or
otherwise involving the United Kingdom.
24. Each Underwriter has represented and agreed that it
has not offered, sold or otherwise made available and will not offer, sell
or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes of this provision,
the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined
in point (11) of Article 4(1) of EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended, “MiFID II”);
or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended , where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II.
25. Each Underwriter has represented and agreed that it
has not offered, sold or otherwise made available and will not offer, sell
or otherwise make available any Securities to any retail investor in the United Kingdom. For the purposes of this provision, the
expression “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
26. In recognition of the U.S. Special Resolutions
Regimes, the Company and each of the Underwriters agree that:
(a) In the event that any Underwriter that is a Covered Entity
becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such
interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a
BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
(c) For the purposes of this Section 26,
(i)
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k);
(ii)
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 382.2(b);
(iii)
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable; and (iv) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the regulations promulgated thereunder.
27. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Company and the Underwriters,
or any of them, with respect to the subject matter hereof.
28. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
29. The Company and each of the Underwriters hereby
irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
30. This Agreement may be executed by any one or more
of the parties hereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.
31. Notwithstanding
anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment
and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not
apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure”
is limited to any facts that may be relevant to that treatment.
If
the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance
hereof by you this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and
the Company.
|
Very truly yours, |
|
|
|
|
BECTON, DICKINSON AND COMPANY |
|
|
|
|
By: |
/s/ Christopher DelOrefice |
|
|
Name: Christopher DelOrefice |
|
|
Title: Executive Vice President
and Chief Financial Officer |
[Signature
Page to Underwriting Agreement]
Accepted as
of the date hereof: |
|
|
|
|
BARCLAYS BANK
PLC |
|
|
|
|
By: |
/s/ Lynda Fleming |
|
Name:
Lynda Fleming |
Title:
Authorised Signatory |
BNP PARIBAS |
|
|
|
|
By: |
/s/ Vikas Katyal |
|
Name: Vikas
Katyal |
Title: AUTHORISED
SIGNATORY |
By: |
/s/ Eric Noyer |
|
Name: Eric
Noyer |
Title: AUTHORISED
SIGNATORY |
CITIGROUP GLOBAL
MARKETS LIMITED |
|
|
|
|
By: |
/s/ Konstantinos Chryssanthopoulos |
|
Name: Konstantinos
Chryssanthopoulos |
Title: Delegated
Signatory |
J.P.
MORGAN SECURITIES PLC |
|
|
|
|
By: |
/s/ Marc Lewell |
|
Name: Marc
Lewell |
Title: Managing
Director |
MORGAN
STANLEY & CO. INTERNATIONAL PLC |
|
|
|
|
By: |
/s/ Rachel Holdstock |
|
Name: Rachel
Holdstock |
Title: Executive
Director |
[Signature
Page to Underwriting Agreement]
GOLDMAN
SACHS & CO. LLC |
|
|
|
|
By: |
/s/ Karim Saleh |
|
Name: Karim
Saleh |
Title: Managing
Director |
SCOTIABANK
(IRELAND) DESIGNATED ACTIVITY COMPANY |
|
|
|
|
By: |
/s/ Pauline Donohoe |
|
Name: Pauline
Donohoe |
Title: MD,
Head CM, SIDAC |
|
|
|
By: |
/s/ Nicola Vavasour |
|
Name: Nicola
Vavasour |
Title: Chief
Executive Officer, Scotiabank (Ireland) DAC |
WELLS
FARGO SECURITIES INTERNATIONAL LIMITED |
|
|
|
|
By: |
/s/ Damon Mahon |
|
Name: Damon
Mahon |
Title: Managing
Director |
ACADEMY
SECURITIES, INC. |
|
|
|
|
By: |
/s/ Kate Brewer |
|
Name: Kate
Brewer |
Title: SVP,
Treasury and Compliance |
ING
BANK NV BELGIAN BRANCH |
|
|
|
|
By: |
/s/ Warren Lipschitz |
|
Name: Warren
Lipschitz |
Title: Director |
By: |
/s/ Kris Devos |
|
Name: Kris
Devos |
Title: Global
Head of Debt Syndicate |
INTESA
SAOPAOLO IMI SECURITIES CORP. |
|
|
|
|
By: |
/s/ Jon Basagoiti |
|
Name: Jon Basagoiti |
Title: Managing
Director |
KBC
BANK NV |
|
|
|
|
By: |
/s/ Lode Verstraeten |
|
Name: Lode
Verstraeten |
Title: Head
of Loan and Debt Markets |
KBC
BANK NV |
|
|
|
|
By: |
/s/ Jacques Van de Velde |
|
Name: Jacques
Van de Velde |
Title: Authorised
Signatory |
LOOP
CAPITAL MARKETS LLC |
|
|
|
|
By: |
/s/ Paul Bonaguro |
|
Name: Paul
Bonaguro |
Title: Managing
Director |
PNC
CAPITAL MARKETS LLC |
|
|
|
|
By: |
/s/ Dylan Haas |
|
Name: Dylan
Haas |
Title: Director |
SIEBERT WILLIAMS
SHANK & CO., LLC |
|
|
|
|
By: |
/s/ Ahmad Ismai |
|
Name: Ahmad
Ismail |
Title: Managing
Director |
STANDARD
CHARTERED BANK |
|
|
|
|
By: |
/s/ Patrick Dupont-Liot |
|
Name: Patrick
Dupont-Liot |
Title: Managing
Director, Debt Capital Markets |
THE
TORONTO-DOMINION BANK |
|
|
|
|
By: |
/s/ Frances Watson |
|
Name: Frances
Watson |
Title: Director,
Transaction Management Group |
SCHEDULE
I
Underwriter |
Principal
Amount of
Securities to be
Purchased
|
Barclays Bank PLC |
€121,650,000 |
BNP Paribas |
€121,650,000 |
Citigroup Global Markets Limited |
€121,650,000 |
J.P. Morgan Securities plc |
€121,650,000 |
Morgan Stanley & Co. International plc |
€121,650,000 |
Goldman Sachs & Co. LLC |
€24,750,000 |
Scotiabank (Ireland) Designated Activity Company |
€24,750,000 |
Wells Fargo Securities International Limited |
€24,750,000 |
Academy Securities, Inc. |
€7,500,000 |
ING Bank N.V., Belgian Branch |
€7,500,000 |
Intesa Sanpaolo IMI Securities Corp. |
€7,500,000 |
KBC Bank NV |
€7,500,000 |
Loop Capital Markets LLC |
€7,500,000 |
PNC Capital Markets LLC |
€7,500,000 |
Siebert Williams Shank & Co., LLC |
€7,500,000 |
Standard Chartered Bank |
€7,500,000 |
The Toronto-Dominion Bank |
€7,500,000 |
Total |
€750,000,000 |
SCHEDULE
II
|
(a) |
Issuer
Free Writing Prospectuses not included in the Pricing Disclosure Package: None. |
|
(b) |
Additional Documents Incorporated by Reference: None. |
Sch
II-1
v3.24.0.1
Document and Entity Information
|
Feb. 05, 2024 |
Entity Listings [Line Items] |
|
Document Type |
8-K
|
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|
Document Period End Date |
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|
Entity File Number |
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|
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BECTON, DICKINSON AND COMPANY
|
Entity Central Index Key |
0000010795
|
Entity Incorporation, State or Country Code |
NJ
|
Entity Tax Identification Number |
22-0760120
|
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|
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Franklin Lakes
|
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|
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NYSE
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