By Abigail W. Adams
Portland, Me., May 21 – Becton, Dickinson and Co. priced $1.5 billion, or 30 million shares, of $50-par depositary shares representing a 1/20th interest in its $1,000-par three-year series B mandatory convertible preferred stock after the market close on Wednesday to yield 6% with a threshold appreciation premium of 20%, according to an FWP filing with the Securities and Exchange Commission.
Pricing came at the rich end of talk for a dividend of 6% to 6.5% and at the midpoint of talk for a threshold appreciation premium of 17.5% to 22.5%, according to a market source.
J.P. Morgan Securities LLC, Barclays and Goldman Sachs & Co. LLC were active bookrunners for the registered offering, which carries a greenshoe of $225 million or 4.5 million depositary shares.
BNP Paribas Securities Corp., Citigroup Global Markets Inc., Morgan Stanley & Co LLC, MUFG, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC were also joint bookrunning managers.
The notes are non-callable.
There is takeover protection and dividend protection at 79 cents a quarter.
Concurrently with the convertible preferred stock, the company priced a secondary offering of $1.5 billion, or 6.25 million common shares at a public offering price of $240.00.
The secondary offering carries a greenshoe of $225 million, or 937,500 shares.
Net proceeds from the mandatory convertible preferred stock offering is expected to be $1.46 billion, or $1.68 billion if the greenshoe is exercised in full.
Net proceeds from the common stock offering are expected to be $1.46 billion, or $1.68 billion if the greenshoe is exercised in full.
Proceeds will be used for general corporate purposes, including funding the company’s growth strategy through investments and acquisitions, working capital, capital expenditures and repayment of debt.
Becton Dickinson is a Franklin Lakes, N.J.-based global medical technology company.
| Issuer: | Becton, Dickinson and Co.
|
| Securities: | Depositary shares representing a 1/20th interest in $1,000-par three-year series B mandatory convertible preferred stock
|
| Amount: | $1.5 billion, or 30 million shares
|
| Greenshoe: | $225 million, or 4.5 million depositary shares
|
| Maturity: | June 1, 2023
|
| Bookrunners: | J.P. Morgan Securities LLC, Barclays, Goldman Sachs & Co. LLC (active), BNP Paribas Securities Corp., Citigroup Global Markets Inc., Morgan Stanley & Co LLC, MUFG, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC
|
| Co-managers: | BNY Mellon Capital Markets, LLC, ING Financial Markets LLC, Loop Capital Markets LLC, PNC Capital Markets LLC, Roberts & Ryan Investments, Inc., Siebert Williams Shank & Co., LLC, Standard Chartered Bank, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc.
|
| Dividend: | 6%
|
| Price: | Par of $50
|
| Yield: | 6%
|
| Appreciation premium: | 20%
|
| Appreciation price: | $288
|
| Conversion rate: | Maximum of 4.1666; minimum of 3.4722
|
| Call options: | Non-callable
|
| Pricing date: | May 20
|
| Settlement date: | May 26
|
| Distribution: | Registered
|
| Talk: | Dividend of 6% to 6.5% and threshold appreciation premium of 17.5% to 22.5%
|
| Stock symbol: | NYSE: BDX
|
| Stock price: | $240.00 in concurrent offering
|
| Market capitalization: | $69 billion
|
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