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BD Prices 6.25M Share Offering of Common Stock @$240/Share

BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that it has priced its previously announced registered offerings of $1.5 billion of common stock, par value $1.00 per share, at a public offering price of $240.00 per share, and $1.5 billion of dep

Benzinga · 05/21/2020 09:44

BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that it has priced its previously announced registered offerings of $1.5 billion of common stock, par value $1.00 per share, at a public offering price of $240.00 per share, and $1.5 billion of depositary shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B, par value $1.00 per share, at a public offering price of $50.00 per share. Pursuant to the offerings, BD has granted the underwriters an option to purchase from BD up to an additional $225 million of common stock and up to an additional $225 million of depositary shares, in each case at the public offering price per share.

BD intends to use the proceeds from the offerings for general corporate purposes, which may include, without limitation and in the Company's sole discretion, funding its growth through organic investments and acquisitions, working capital, capital expenditures and repayment of outstanding indebtedness. The offerings are expected to close on or about May 26, 2020, subject to customary closing conditions.

Each depositary share entitles the holder of such depositary share to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted, on or around June 1, 2023, each then outstanding share of mandatory convertible preferred stock will automatically convert into between 3.4722 and 4.1666 shares of BD's common stock (and correspondingly, the conversion rate for each depositary share will be between 0.1736 and 0.2083 shares of BD's common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of BD's common stock over a 20 consecutive trading day averaging period prior to that date. Dividends on the mandatory convertible preferred stock will be payable on a cumulative basis when, as and if declared by BD's board of directors, at an annual rate of 6.00% on the initial liquidation preference of $1,000 per share of mandatory convertible preferred stock (equivalent to $60.00 per year per share), on the first business day of each of March, June, September and December of each year, commencing on September 1, 2020 and ending on, and including, June 1, 2023.

Currently, no public market exists for the depositary shares. BD applied to list the depositary shares on the New York Stock Exchange under the symbol "BDXB."

The joint book-running managers for the offering of common stock are J.P. Morgan; Barclays; Goldman Sachs & Co. LLC; BNP Paribas; Citigroup; Morgan Stanley; MUFG; Scotiabank and Wells Fargo Securities; and the co-managers are Academy Securities; BNY Mellon Capital Markets, LLC; BTIG; ING; Loop Capital Markets; PNC Capital Markets LLC; Roberts & Ryan; Siebert Williams Shank and TD Securities. The joint book-running managers for the offering of depositary shares are J.P. Morgan; Barclays; Goldman Sachs & Co. LLC; BNP Paribas; Citigroup; Morgan Stanley; MUFG; Scotiabank and Wells Fargo Securities; and the co-managers are BNY Mellon Capital Markets, LLC; ING; Loop Capital Markets; PNC Capital Markets LLC; Roberts & Ryan; Siebert Williams Shank; Standard Chartered Bank; TD Securities and US Bancorp.