Item 8.01 Other Events.
As previously announced, on April 1, 2022, Becton, Dickinson and Company (the
"Company") completed its spinoff (the "Spin-off Transaction") of Embecta Corp.
In connection with the Spin-Off Transaction, the fixed conversion rates and
certain other terms of the Company's 6.00% Mandatory Convertible Preferred
Stock, Series B (the "Series B Preferred Stock") were adjusted pursuant to the
terms of the Series B Preferred Stock and the Certificate of Amendment to the
Company's Restated Certificate of Incorporation, filed with the New Jersey
Secretary of State and effective May 21, 2020 (the "Certificate of Amendment").
Ownership of the Series B Preferred Stock is held in the form of depositary
shares, each representing a 1/20th interest in a share of Series B Preferred
Stock. With respect to the Series B Preferred Stock, (i) the adjusted Minimum
Conversion Rate is 3.5572 shares of Common Stock per share of Series B Preferred
Stock, or 0.1779 shares of Common Stock per depositary share, (ii) the adjusted
Maximum Conversion Rate is 4.2686 shares of Common Stock per share of Series B
Preferred Stock, or 0.2134 shares of Common Stock per depositary share, (iii)
the adjusted Threshold Appreciation Price is $281.12, (iv) the adjusted Initial
Price is $234.27, (v) the adjusted Initial Dividend Threshold is $0.77 per share
of Common Stock, (vi) the adjusted Floor Price is $81.99 and (vii) the
Fundamental Change Conversion Rates and Stock Prices set forth in the table
included in the definition of "Fundamental Change Conversion Rate" of the
Certificate of Amendment were adjusted as set forth in the Certificate of
Amendment, in each case, subject to further adjustment from time to time as
provided in the Certificate of Amendment.
Pursuant to the terms of the Certificate of Amendment, the adjustments set forth
above take into account adjustments in connection with Company's payments of
quarterly dividends in excess of the Initial Dividend Threshold on December 31,
2020, March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and
March 31, 2022.
Capitalized terms used but not defined have the meaning given to such terms in
the Certificate of Amendment.
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