8-KRegulation FD

BECTON DICKINSON & CO 8-K Report, Regulation FD Disclosure (Apr 30, 2020)

Filed April 30, 2020For Securities:BDX

Summary

This 8-K filing from Becton, Dickinson and Company (BDX) primarily concerns the mandatory conversion of its 6.125% Mandatory Convertible Preferred Stock, Series A, which is set to occur on May 1, 2020. The company has disclosed the final conversion rate, which will be 4.7284 shares of BDX common stock per share of preferred stock. This conversion is a significant event for preferred shareholders as it will result in them receiving common stock, impacting their holdings and the company's share structure.

Key Highlights

  • 1Mandatory conversion of 6.125% Mandatory Convertible Preferred Stock, Series A, scheduled for May 1, 2020.
  • 2The final conversion rate is set at 4.7284 shares of BDX common stock per share of Mandatory Convertible Preferred Stock.
  • 3Each Depositary Share represents a 1/20th interest in a share of Mandatory Convertible Preferred Stock.
  • 4The conversion rate is based on the average volume-weighted average price of BDX common stock over a 20-day trading period ending April 28, 2020.
  • 5This event will convert preferred stock into common stock, affecting the capital structure and potentially diluting existing common shareholders.
  • 6The company previously disclosed expected minimum and maximum conversion rates on April 14, 2020.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose the final conversion rate for Becton, Dickinson and Company's (BDX) 6.125% Mandatory Convertible Preferred Stock, Series A, ahead of its mandatory conversion on May 1, 2020.

On May 1, 2020, the Mandatory Convertible Preferred Stock will automatically convert into shares of BDX common stock, unless earlier converted or redeemed. The final conversion rate has been set at 4.7284 shares of common stock per share of preferred stock.

The final conversion rate was calculated based on the average volume-weighted average price per share of BDX common stock over the 20 consecutive trading days beginning March 31, 2020, and ending April 28, 2020, as determined by the terms of the preferred stock.

The mandatory conversion will result in an increase in the number of outstanding BDX common shares. This could lead to dilution of earnings per share and potentially impact the market price of the existing common stock, depending on market sentiment and the company's performance.