Summary
Becton Dickinson & Co (BDX) has filed an 8-K report on May 31, 2023, primarily disclosing details regarding the mandatory conversion of its 6.00% Mandatory Convertible Preferred Stock, Series B, and associated depositary shares. This conversion is set to occur on June 1, 2023, unless postponed. The filing provides the final conversion rate, which has been determined based on the average volume-weighted average price of BDX common stock over a specific trading period in May 2023. Investors holding these preferred shares or depositary shares should note the finalized conversion ratio into BDX common stock. The report also clarifies adjustments made to the conversion rates and dividend thresholds following the Embecta Corp. spin-off in April 2022, and explains that previously deferred dividend adjustments will be accounted for at the time of mandatory conversion. This event marks the conclusion of the preferred stock's life cycle, transitioning it into common equity.
Key Highlights
- 1Mandatory conversion of 6.00% Mandatory Convertible Preferred Stock, Series B, is scheduled for June 1, 2023.
- 2The final mandatory conversion rate is set at 3.9697 shares of BDX common stock per share of Mandatory Convertible Preferred Stock.
- 3This conversion rate is equivalent to approximately 0.1985 shares of BDX common stock per Depositary Share.
- 4The final rate was determined by the average volume-weighted average price of BDX common stock over the trading period from May 1, 2023, to May 26, 2023.
- 5Adjustments to conversion rates and dividend thresholds were made following the Embecta Corp. spin-off in April 2022.
- 6BDX has deferred adjustments for quarterly cash dividend payments exceeding $0.77 per share since the spin-off, which will be accounted for on the mandatory conversion date.
- 7The filing serves as a Regulation FD disclosure for this significant conversion event.