FRANKLIN LAKES, N.J.,
May 21, 2020 /PRNewswire/ -- 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. You may obtain a preliminary prospectus supplement
for either offering by contacting J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone:
(866) 803-9204, or by emailing prospectus-eq_fi@jpmchase.com;
Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY
11717, telephone (888) 603-5847, or by emailing
Barclaysprospectus@broadridge.com; and Goldman Sachs & Co. LLC,
200 West Street, New York, New
York 10282-2198, Attention: Registration Department,
telephone (866) 471-2526).
This press release shall not constitute an offer to sell or
purchase or a solicitation of an offer to buy any securities, nor
shall there be any sales of securities mentioned in this press
release in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. A shelf registration
statement relating to the common stock and depositary shares, as
amended, became effective on April 26,
2018, and the offering is being made by means of a separate
prospectus supplement for each offering.
About BD
BD is one of the largest global medical technology companies in
the world and is advancing the world of health by improving medical
discovery, diagnostics and the delivery of care. The company
supports the heroes on the frontlines of health care by developing
innovative technology, services and solutions that help advance
both clinical therapy for patients and clinical process for health
care providers. BD and its 65,000 employees have a passion and
commitment to help enhance the safety and efficiency of clinicians'
care delivery process, enable laboratory scientists to accurately
detect disease and advance researchers' capabilities to develop the
next generation of diagnostics and therapeutics. BD has a presence
in virtually every country and partners with organizations around
the world to address some of the most challenging global health
issues. By working in close collaboration with customers, BD can
help enhance outcomes, lower costs, increase efficiencies, improve
safety and expand access to health care.
FORWARD-LOOKING STATEMENTS
This press release contains certain estimates and other
"forward-looking statements" within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward looking statements generally are
accompanied by words such as "will", "expect", "outlook"
"anticipate," "intend," "plan," "believe," "seek," "see," "will,"
"would," "target," or other similar words, phrases or expressions
and variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements regarding BD's ability to
consummate the financings on the terms described in this press
release or at all and other statements that are not historical
facts. These statements are based on the current expectations of BD
management and are not predictions of actual performance.
These statements are subject to a number of risks and
uncertainties regarding BD's business, and actual results may
differ materially. These risks and uncertainties include, but
are not limited to, (i) the impact of the COVID-19 pandemic on BD's
business; (ii) the current weakness in the global economy and
financial markets; (iii) competitive factors that could adversely
affect BD's operations; (iv) risks relating to BD's acquisition of
C. R. Bard, Inc.; (v) the adverse financial impact resulting from
unfavorable changes in foreign currency exchange rates; (vi)
regional, national and foreign economic factors, including
inflation, deflation, and fluctuations in interest rates; (vii) our
ability to achieve our projected level or mix of product sales; and
(viii) other factors discussed in BD's filings with the Securities
and Exchange Commission.
The forward-looking statements in this press release speak only
as of date of this announcement. BD undertakes no obligation
to update any forward-looking statements to reflect events or
circumstances after the date hereof, except as required by
applicable laws or regulations.
BD
Monique Dolecki, Investor Relations
– (201) 847-5378
Kristen Cardillo, Corporate
Communications – (201) 847-5657
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SOURCE BD (Becton, Dickinson and Company)