Becton Dickinson (BDX) Announces Offerings of $1.5B of Common Stock and $1.5B of Depositary Shares Representing Interests in Mandatory Convertible Preferred Stock

BD (Becton, Dickinson and Company) (NYSE: BDX) announced today that it has commenced registered offerings of $1.5 billion of common stock, par value $1.00 per share, and $1.5 billion of depositary shares, each representing a 1/20th interest in its mandatory convertible preferred stock, par value $1.00 per share, Series B. Pursuant to the offerings, BD intends to grant 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.

BD intends to use the proceeds from the offerings for general corporate purposes, which may include, without limitation and in our sole discretion, funding our growth strategy through organic investments and acquisitions, working capital, capital expenditures, and repayment of outstanding indebtedness.

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 a number of shares of BD's common stock based on the applicable conversion rate, and each depositary share will automatically convert into a number of shares of common stock equal to a proportionate fractional interest in such shares of common stock. The conversion rates, dividend rate and other terms of the mandatory convertible preferred stock will be determined at the time of pricing of the offering of the depositary shares.

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

The joint book-running managers for the offerings are J.P. Morgan, Barclays and Goldman Sachs & Co. LLC.

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