BD Prices Offerings of $1.5 Billion of Common Stock and $1.5 Billion of Depositary Shares Representing Interests in Mandatory Convertible Preferred Stock

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May 21, 2020, 02:06 ET

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 [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone (888) 603-5847, or by emailing [email protected]; 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

SOURCE BD (Becton, Dickinson and Company)