What are the main financial events reported in this 8-K?

This 8-K reports on two primary events: a registered public offering of Becton Dickinson's common stock and an offering of depositary shares representing interests in its new 6.00% Mandatory Convertible Preferred Stock, Series B. Both offerings closed on May 26, 2020.

What are the key terms of the 6.00% Mandatory Convertible Preferred Stock, Series B?

This preferred stock has a liquidation preference of $1,000 per share and pays a 6.00% annual dividend. Crucially, it is mandatory convertible into a variable number of common stock shares (between 3.4722 and 4.1666 per preferred share) on June 1, 2023, based on the common stock's average trading price over a 20-day period prior to conversion. In case of liquidation, preferred stockholders are paid before common stockholders.

How will the mandatory conversion of the preferred stock affect common stockholders?

The mandatory conversion will result in the issuance of new shares of common stock, potentially diluting existing common stockholders. The exact number of shares issued depends on the market price of BDX's common stock at the time of conversion, with a higher stock price resulting in fewer common shares issued per preferred share, and vice versa.

What impact do the preferred stock dividends have on common stock dividends?

The terms of the Mandatory Convertible Preferred Stock state that so long as any shares remain outstanding, the company will not declare or pay dividends on its common stock (or any other junior stock) unless all accumulated and unpaid dividends on the preferred stock have been paid in full or a sufficient amount has been set aside for payment.

BDX 8-K: Shareholder Matters & Corporate Changes

Summary

Becton Dickinson & Co. (BDX) filed an 8-K on May 26, 2020, to report on two significant capital-raising activities that closed on May 26, 2020. The company successfully completed a registered public offering of its common stock, selling up to 7,187,500 shares. Concurrently, BDX also completed an offering of depositary shares, with each share representing a 1/20th interest in its 6.00% Mandatory Convertible Preferred Stock, Series B. Up to 34,500,000 depositary shares were offered. The filing also details the establishment of the terms for the Mandatory Convertible Preferred Stock, Series B. This preferred stock carries a 6.00% dividend rate and has specific preferences and limitations. Notably, it will automatically convert on June 1, 2023, into between 3.4722 and 4.1666 shares of common stock, depending on the average trading price of BDX's common stock during a specified period prior to conversion. In the event of liquidation, holders of this preferred stock have priority for repayment of their liquidation preference and any accumulated unpaid dividends before any distributions are made to common stockholders.

Key Highlights

1BDX completed a registered public offering of up to 7,187,500 shares of common stock.
2BDX also completed an offering of up to 34,500,000 depositary shares, each representing a 1/20th interest in its 6.00% Mandatory Convertible Preferred Stock, Series B.
3The Mandatory Convertible Preferred Stock, Series B, carries a 6.00% annual dividend.
4Each share of Mandatory Convertible Preferred Stock will automatically convert into common stock on June 1, 2023, at a rate dependent on the stock's market price.
5Holders of the Mandatory Convertible Preferred Stock have liquidation preference over common stockholders.
6The offerings and the establishment of the preferred stock terms were finalized and closed on or around May 20-26, 2020.

BECTON DICKINSON & CO 8-K Report, Rights Modification (May 26, 2020)

Summary

Key Highlights

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