BECTON, DICKINSON AND COMPANY 6,250,000 Shares Common Stock ($1.00 par value) Underwriting AgreementUnderwriting Agreement • May 26th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
Becton, Dickinson and Company, a corporation organized under the laws of the state of New Jersey (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $1.00 par value (“Common Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean e
BECTON, DICKINSON AND COMPANY 30,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 6.00% Mandatory Convertible Preferred Stock, Series B ($1.00 par value) Underwriting AgreementUnderwriting Agreement • May 26th, 2020 • Becton Dickinson & Co • Surgical & medical instruments & apparatus • New York
The Preferred Stock will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of the Closing Date, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), Computershare Trust Company, N.A. acting as registrar and transfer agent, and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will initially represent the right to receive a 1/20th ownership interest in a share of the Preferred Stock pursuant to the Deposit Agreement. The terms of the Preferred Stock will be set forth in a certificate of amendment (the “Certificate of Amendment”) to be filed by the Company with the State of New Jersey Department of Treasury.
