UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 17, 2022 (
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ITEM 8.01 OTHER EVENTS
On March 16, 2022, Boston Scientific Corporation (the “Company”) announced the early results, increase in aggregate maximum principal amount and pricing of its previously announced cash tender offer (the “Tender Offer”) for $2,852,561,000 in combined aggregate principal amount of its outstanding 3.375% Senior Notes due 2022 (the “2022 Notes”), 4.125% Senior Notes due 2023 (the “2023 Notes”), 4.700% Senior Notes due 2049 (the “2049 Notes”), 4.550% Senior Notes due 2039 (the “2039 Notes”), 4.000% Senior Notes due 2029 (the “2029 Notes”), 4.000% Senior Notes due 2028 (the “2028 Notes”), 3.850% Senior Notes due 2025 (the “2025 Notes”), 3.750% Senior Notes due 2026 (the “2026 Notes”), 3.450% Senior Notes due 2024 (the “2024 Notes”), 2.650% Senior Notes due 2030, 1.900% Senior Notes due 2025, 6.750% Senior Notes due 2035 and 7.375% Senior Notes due 2040 (collectively, the “Securities”). The Company amended the terms of the Tender Offer to increase the aggregate maximum principal amount from up to $2.5 billion to $2,852,561,000 in combined aggregate principal amount of the Securities. The Tender Offer is being made exclusively pursuant to an offer to purchase dated March 2, 2022, which sets forth the terms and conditions of the Tender Offer.
On March 16, 2022, the Company also sent a notice under the indenture dated as of May 29, 2013 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”) governing its 2022 Notes, 2023 Notes and 2025 Notes, that it will redeem the 2022 Notes, the 2023 Notes and the 2025 Notes to the extent such notes are not purchased in the Tender Offer on March 31, 2022 pursuant to the terms of the 2022 Notes, the 2023 Notes and the 2025 Notes and the Indenture (the “Redemption”). The 2022 Notes, 2023 Notes and 2025 Notes will be redeemed at a redemption price calculated in accordance with the terms of the 2022 Notes, the 2023 Notes and the 2025 Notes, respectively, and the Indenture, plus accrued and unpaid interest to, but excluding, the date of the Redemption. This Current Report on Form 8-K is not a notice of redemption of the 2022 Notes, the 2023 Notes and the 2025 Notes.
On March 17, 2022, the early settlement date of the Tender Offer, the Company completed the Tender Offer, pursuant to which it accepted $130,541,000 in aggregate principal amount of the 2022 Notes, $152,261,000 in aggregate principal amount of the 2023 Notes, $350,000,000 in aggregate principal amount of the 2049 Notes, $300,000,000 in aggregate principal amount of the 2039 Notes, $577,975,000 in aggregate principal amount of the 2029 Notes, $89,475,000 in aggregate principal amount of the 2028 Notes, $311,213,000 in aggregate principal amount of the 2025 Notes, $595,132,000 in aggregate principal amount of the 2026 Notes and $345,964,000 in aggregate principal amount of the 2024 Notes.
The Company expects the net impact of the Tender Offer, Redemption and the previously announced issuance on March 8, 2022 of €3.0 billion aggregate principal amount of the Company’s senior notes (the “Notes Issuance”, and together with the Tender Offer and Redemption, the “Transactions”) to be accretive to adjusted earnings per share by approximately $0.02 per share in 2022. On a GAAP basis, the Transactions are expected to be dilutive, due to one-time debt extinguishment charges of approximately $200 million on a pre-tax basis to be recorded in the first quarter of 2022, associated primarily with payment of premiums in connection with the Tender Offer.
Copies of the Company’s press releases announcing the early results of the Tender Offer and pricing of the Tender Offer are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and 99.2 are for informational purposes only and do not constitute an offer to purchase the Securities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the expected financial impact of the transactions. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the forward-looking statements expressed in this Current Report on Form 8-K. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Risks and uncertainties that may cause such differences include, among other things: the impact of the ongoing COVID-19 pandemic on our operations and financial results; future U.S. and global economic, political, competitive, reimbursement and regulatory conditions, including as a result of the ongoing conflict between Russia and Ukraine and related sanctions and export restrictions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by extreme weather or other climate change-related events; labor shortages and increases in labor costs; new product introductions and the market acceptance of those products; markets for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; clinical trial results; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict, including those that have emerged or have increased in significance or likelihood as a result of the COVID-19 pandemic. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this Current Report on Form 8-K.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income and adjusted net income (earnings) per share that excludes certain charges and/or credits. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes. For further information regarding our non-GAAP measures, see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. |
||
99.1 | Press Release issued by Boston Scientific Corporation, dated March 16, 2022, announcing the early results of the Tender Offer. | |
99.2 | Press Release issued by Boston Scientific Corporation, dated March 16, 2022, announcing the pricing of the Tender Offer. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BOSTON SCIENTIFIC CORPORATION | ||
Date: March 17, 2022 | By: | /s/ Susan Thompson |
Susan Thompson | ||
Vice President, Chief Corporate Counsel and Assistant Secretary |
Exhibit 99.1
Boston Scientific Announces Early Results of Its Cash Tender Offer for Its Outstanding Debt Securities and Increases Aggregate Maximum Principal Amount of Its Cash Tender Offer
MARLBOROUGH, Mass., March 16, 2022 /PRNewswire/ -- Boston Scientific Corporation (the “Company”) (NYSE:BSX) today announced that, pursuant to the previously announced cash tender offer (the “Tender Offer”) for up to $2.5 billion aggregate principal amount of the outstanding senior notes identified in the table and the related notes below (the “Securities”), $5,139,194,000 in aggregate principal amount of the Securities were validly tendered and not validly withdrawn on or prior to 5:00 p.m., Eastern Time, on March 15, 2022 (the “Early Tender Date”). The Company also announced that it has amended the terms of the Tender Offer to increase the aggregate maximum principal amount to $2,852,561,000 in aggregate principal amount of the Securities (the “Aggregate Maximum Principal Amount”). Withdrawal rights for the Tender Offer expired at 5:00 p.m. Eastern Time on March 15, 2022, and, accordingly, Securities validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.
The table below summarizes certain information regarding the Securities and the Tender Offer, including the aggregate principal amount of each series of Securities that were validly tendered and not validly withdrawn on or prior to the Early Tender Date, and the order of priority and purchase price information for the Securities.
Title
of Security (1) | CUSIP Number | Principal Amount Outstanding | Acceptance Sublimit | Acceptance Priority Level (2) | U.S.
Treasury Reference Security | Bloomberg Reference Page |
Fixed Spread | Principal Amount Tendered | Principal Amount Accepted | ||||||||||||||||||||
3.375% Senior Notes due 2022 | 101137AQ0 | $ | 250,000,000 | None | 1 | 1.750% U.S.T. due 5/15/2022 | PX3 | +25 bps | $ | 130,541,000 | $ | 130,541,000 | |||||||||||||||||
4.125% Senior Notes due 2023 | 101137AN7 | $ | 243,571,000 | None | 2 | 1.375% U.S.T. due 9/30/2023 | PX4 | +25 bps | $ | 152,261,000 | $ | 152,261,000 | |||||||||||||||||
4.700% Senior Notes due 2049 | 101137AU1 | $ | 1,000,000,000 | $ | 350,000,000 | 3 | 1.875% U.S.T. due 11/15/2051 | PX1 | +155 bps | $ | 522,345,000 | $ | 350,000,000 | ||||||||||||||||
4.550% Senior Notes due 2039 | 101137AT4 | $ | 750,000,000 | $ | 300,000,000 | 4 | 2.375% U.S.T. due 2/15/2042 | PX1 | +130 bps | $ | 588,714,000 | $ | 300,000,000 | ||||||||||||||||
4.000% Senior Notes due 2029 | 101137AX5 | $ | 850,000,000 | None | 5 | 1.875% U.S.T. due 2/15/2032 | PX1 | +90 bps | $ | 577,975,000 | $ | 577,975,000 | |||||||||||||||||
4.000% Senior Notes due 2028 | 101137AS6 | $ | 433,545,000 | None | 6 | 1.875% U.S.T. due 2/28/2027 | PX1 | +70 bps | $ | 89,475,000 | $ | 89,475,000 | |||||||||||||||||
3.850% Senior Notes due 2025 | 101137AR8 | $ | 522,883,000 | None | 7 | 1.500% U.S.T. due 2/15/2025 | PX1 | +30 bps | $ | 311,213,000 | $ | 311,213,000 | |||||||||||||||||
3.750% Senior Notes due 2026 | 101137AW7 | $ | 850,000,000 | None | 8 | 1.875% U.S.T. due 2/28/2027 | PX1 | +60 bps | $ | 595,132,000 | $ | 595,132,000 | |||||||||||||||||
3.450% Senior Notes due 2024 | 101137AV9 | $ | 850,000,000 | None | 9 | 1.500% U.S.T. due 2/29/2024 | PX1 | +45 bps | $ | 616,010,000 | $ | 345,964,000 |
(1) No principal amount of the 2.650% Senior Notes due 2030, 1.900% Senior Notes due 2025, 6.750% Senior Notes due 2035 or 7.375% Senior Notes due 2040 validly tendered and not validly withdrawn on or prior to the Early Tender Date was accepted for purchase.
(2) The offer with respect to the Securities is subject to the Aggregate Maximum Principal Amount. The Company will purchase up to the Aggregate Maximum Principal Amount of its Securities, subject to the Acceptance Priority Level as set forth in the table above (each, an “Acceptance Priority Level”) and the Acceptance Sublimits as set forth in the table above (each, an “Acceptance Sublimit”). The Company reserves the right, but is under no obligation, to further increase or decrease the Aggregate Maximum Principal Amount or increase, decrease or eliminate any Acceptance Sublimit at any time, including on or after March 16, 2022 (the “Price Determination Date”), subject to applicable law.
The Tender Offer is being made pursuant to an Offer to Purchase, dated March 2, 2022 (the “Offer to Purchase”), which sets forth the terms and conditions of the Tender Offer. The Tender Offer will expire at midnight, Eastern Time, on March 29, 2022 (one minute after 11:59 p.m., Eastern Time, on March 29, 2022), or any other date and time to which such Tender Offer is extended (such date and time, as it may be extended with respect to a Tender Offer, the “Expiration Date”), unless earlier terminated. However, because the aggregate principal amount of Securities validly tendered and not validly withdrawn would cause the Aggregate Maximum Principal Amount to be exceeded and the Company does not expect to further increase the Aggregate Maximum Principal Amount, the Company does not expect to accept any further tenders of Securities.
Holders of Securities that validly tendered and did not validly withdraw their Securities prior to the Early Tender Date are eligible to receive the Total Consideration (as defined below), which is inclusive of the “Early Tender Payment” of $30 per $1,000 principal amount of validly tendered and accepted Securities. The consideration (the “Total Consideration”) offered per $1,000 principal amount of Securities of each series of Securities validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable “Fixed Spread” for such Securities specified in the table above plus the applicable yield to maturity based on the bid-side price of the applicable “U.S. Treasury Reference Security” specified in the table above as quoted on the applicable Bloomberg reference page at 9:00 a.m., Eastern Time, today, March 16, 2022, the Price Determination Date. The Total Consideration will be determined by taking into account the applicable par call date for each series of Securities, if any. The Company expects to issue a press release today after the close of trading on the New York Stock Exchange to announce the Total Consideration payable in connection with the Tender Offer.
All holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the settlement date.
Securities tendered prior to or at the Early Tender Date and accepted for purchase will be accepted based on any applicable Acceptance Sublimit and the Acceptance Priority Levels noted on the table above, and will have priority over Securities tendered after the Early Tender Date, regardless of the Acceptance Priority Levels of the Securities tendered after the Early Tender Date. Because the aggregate principal amount of Securities validly tendered and not validly withdrawn prior to the Early Tender Date would cause the Aggregate Maximum Principal Amount and Acceptance Sublimits to be exceeded, such Securities will be purchased subject to the Acceptance Priority Levels and Acceptance Sublimits and subject to proration as described in the Offer to Purchase and the table above. Any tendered Securities not accepted for purchase will be promptly credited to the holder’s account with The Depository Trust Company or otherwise returned to the holder without cost.
The settlement date for the Securities that are validly tendered on or prior to the Early Tender Date is expected to be March 17, 2022, the second business day after the Early Tender Date, assuming the conditions to the satisfaction of the Tender Offer are satisfied.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offer is not subject to any minimum tender condition but is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) further increase or decrease the Aggregate Maximum Principal Amount or increase, decrease or eliminate any Acceptance Sublimit; or (iv) otherwise amend the Tender Offer in any respect.
In addition, the Company today intends to issue notices of redemption for any 3.375% Senior Notes due 2022 (the “2022 notes”), 4.125% Senior Notes due 2023 (“2023 notes”) and 3.850% Senior Notes due 2025 (the “2025 notes”) not purchased in the Tender Offer. The complete terms of each redemption, including the redemption price to be paid under the terms of the 2022 notes, the 2023 notes and the 2025 notes, are described in the applicable redemption notice to be delivered to holders of these notes.
The Company or its affiliates may also from time to time, after completion of the Tender Offer, purchase additional Securities in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or the Company may redeem Securities that are redeemable pursuant to their terms.
Information Relating to the Tender Offer
Barclays Capital Inc., BofA Securities and Citigroup Global Markets Inc. are acting as the lead dealer managers (the “Lead Dealer Managers”) for the Tender Offer. The Company has also retained SG Americas Securities, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., DNB Markets, Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. to act as co-dealer managers (together, the “Co-Dealer Managers” and together with the Lead Dealer Managers, the “Dealer Managers”) for the Tender Offer. The information agent and tender agent for the Tender Offer is D.F. King & Co., Inc. (the “Tender and Information Agent”). Copies of the Offer to Purchase are available by contacting the Tender and Information Agent at (800) 848-2998 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or email at bsx@dfking.com. Questions regarding the Tender Offer should be directed to Barclays Capital Inc., Liability Management Group, at (212) 528-7581 (collect) or (800) 438-3242 (toll free), BofA Securities, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or email at debt_advisory@bofa.com or Citigroup Global Markets Inc., Liability Management Group, at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
None of the Company, its affiliates, their respective boards of directors or managing members, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders of Securities should tender any Securities in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of Securities must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. This press release shall not constitute a notice of redemption for the 2022 notes, the 2023 notes or the 2025 notes.
The full details of the Tender Offer, including complete instructions on how to tender Securities, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Securities before making a decision to tender any Securities.
About Boston Scientific
Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 40 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our plans and expected timing and benefits of the Tender Offer, and the Total Consideration to be paid to holders of the Securities who tendered or tender their Securities at or prior to the Early Tender Date or the Expiration Date and regarding our intention to redeem the 2022 notes, the 2023 notes and the 2025 notes not purchased in the Tender Offer. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the forward-looking statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Risks and uncertainties that may cause such differences include, among other things: the impact of the ongoing COVID-19 pandemic on our operations and financial results; future U.S. and global economic, political, competitive, reimbursement and regulatory conditions, including as a result of the ongoing conflict between Russia and Ukraine and related sanctions and export restrictions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by extreme weather or other climate change-related events; labor shortages and increases in labor costs; new product introductions and the market acceptance of those products; markets for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; clinical trial results; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict, including those that have emerged or have increased in significance or likelihood as a result of the COVID-19 pandemic. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this press release.
CONTACT: | |||
Media: | Kate Haranis | Investors: | Lauren Tengler |
508-683-6585 (office) | 508-683-4479 (office) | ||
Media Relations | Investor Relations | ||
Boston Scientific Corporation | Boston Scientific Corporation | ||
Kate.haranis@bsci.com | BSXInvestorRelations@bsci.com |
Exhibit 99.2
Boston Scientific Announces Pricing Terms of Its Cash Tender Offer
MARLBOROUGH, Mass., March 16, 2022 /PRNewswire/ -- Boston Scientific Corporation (the “Company”) (NYSE:BSX) today announced the pricing terms of the previously announced upsized cash tender offer (the “Tender Offer”) for $2,852,561,000 in aggregate principal amount (the “Aggregate Maximum Principal Amount”) of the outstanding senior notes identified in the table and the related notes below (the “Securities”).
The table below summarizes certain information regarding the Securities and the Tender Offer, including the order of priority and purchase price information for the Securities.
Title of Security (1) | CUSIP Number | Principal Amount Outstanding | Acceptance Sublimit | Acceptance Priority Level (2) | Principal Amount Accepted | U.S. Treasury Reference Security | Reference Yield (3) | Bloomberg Reference Page | Fixed Spread | Total Consideration (4) | |||||||||||||||||
3.375% Senior Notes due 2022 | 101137AQ0 | $ | 250,000,000 | None | 1 | $ | 130,541,000 | 1.750% U.S.T. due 5/15/2022 | 0.476 | % | PX3 | +25 bps | $ | 1,004.25 | |||||||||||||
4.125% Senior Notes due 2023 | 101137AN7 | $ | 243,571,000 | None | 2 | $ | 152,261,000 | 1.375% U.S.T. due 9/30/2023 | 1.721 | % | PX4 | +25 bps | $ | 1,032.49 | |||||||||||||
4.700% Senior Notes due 2049 | 101137AU1 | $ | 1,000,000,000 | $ | 350,000,000 | 3 | $ | 350,000,000 | 1.875% U.S.T. due 11/15/2051 | 2.509 | % | PX1 | +155 bps | $ | 1,103.36 | ||||||||||||
4.550% Senior Notes due 2039 | 101137AT4 | $ | 750,000,000 | $ | 300,000,000 | 4 | $ | 300,000,000 | 2.375% U.S.T. due 2/15/2042 | 2.583 | % | PX1 | +130 bps | $ | 1,080.53 | ||||||||||||
4.000% Senior Notes due 2029 | 101137AX5 | $ | 850,000,000 | None | 5 | $ | 577,975,000 | 1.875% U.S.T. due 2/15/2032 | 2.181 | % | PX1 | +90 bps | $ | 1,055.31 | |||||||||||||
4.000% Senior Notes due 2028 | 101137AS6 | $ | 433,545,000 | None | 6 | $ | 89,475,000 | 1.875% U.S.T. due 2/28/2027 | 2.147 | % | PX1 | +70 bps | $ | 1,060.34 | |||||||||||||
3.850% Senior Notes due 2025 | 101137AR8 | $ | 522,883,000 | None | 7 | $ | 311,213,000 | 1.500% U.S.T. due 2/15/2025 | 2.082 | % | PX1 | +30 bps | $ | 1,044.42 | |||||||||||||
3.750% Senior Notes due 2026 | 101137AW7 | $ | 850,000,000 | None | 8 | $ | 595,132,000 | 1.875% U.S.T. due 2/28/2027 | 2.147 | % | PX1 | +60 bps | $ | 1,035.87 | |||||||||||||
3.450% Senior Notes due 2024 | 101137AV9 | $ | 850,000,000 | None | 9 | $ | 345,964,000 | 1.500% U.S.T. due 2/29/2024 | 1.870 | % | PX1 | +45 bps | $ | 1,020.59 |
(1) No principal amount of the 2.650% Senior Notes due 2030, 1.900% Senior Notes due 2025, 6.750% Senior Notes due 2035 or 7.375% Senior Notes due 2040 validly tendered and not validly withdrawn on or prior to the Early Tender Date was accepted for purchase.
(2) The offer with respect to the Securities is subject to the Aggregate Maximum Principal Amount. The Company will purchase up to the Aggregate Maximum Principal Amount of its Securities, subject to the Acceptance Priority Level as set forth in the table above (each, an “Acceptance Priority Level”) and the Acceptance Sublimits as set forth in the table above (each, an “Acceptance Sublimit”). The Company reserves the right, but is under no obligation, to further increase or decrease the Aggregate Maximum Principal Amount or increase, decrease or eliminate any Acceptance Sublimit at any time, including on or after March 16, 2022 (the “Price Determination Date”), subject to applicable law.
(3) The Reference Yield was determined at 9:00 a.m. Eastern Time on March 16, 2022 by the Lead Dealer Managers (identified below).
(4) The Total Consideration (as defined below) for Securities validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase was calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment (as defined below). The Total Consideration takes into account the applicable par call date for each series of Securities, if any.
The Tender Offer is being made pursuant to an Offer to Purchase, dated March 2, 2022 (the “Offer to Purchase”), which sets forth the terms and conditions of the Tender Offer. The Tender Offer will expire at midnight, Eastern Time, on March 29, 2022 (one minute after 11:59 p.m., Eastern Time, on March 29, 2022), or any other date and time to which such Tender Offer is extended (such date and time, as it may be extended with respect to a Tender Offer, the “Expiration Date”), unless earlier terminated. However, because the aggregate principal amount of Securities validly tendered and not validly withdrawn would cause the Aggregate Maximum Principal Amount to be exceeded and the Company does not expect to further increase the Aggregate Maximum Principal Amount, the Company does not expect to accept any further tenders of Securities.
Holders of Securities that validly tendered and did not validly withdraw their Securities prior to 5:00 p.m. Eastern Time on March 15, 2022 (the “Early Tender Date”) are eligible to receive the Total Consideration (as defined below), which is inclusive of the “Early Tender Payment” of $30 per $1,000 principal amount of validly tendered and accepted Securities.
The consideration (the “Total Consideration”) offered per $1,000 principal amount of Securities of each series of Securities validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the applicable “Fixed Spread” for such Securities specified in the table above plus the applicable yield to maturity based on the bid-side price of the applicable “U.S. Treasury Reference Security” specified in the table above as quoted on the applicable Bloomberg reference page at 9:00 a.m. Eastern Time on March 16, 2022.
All holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the settlement date.
Securities tendered prior to or at the Early Tender Date and accepted for purchase will be accepted based on any applicable Acceptance Sublimit and the Acceptance Priority Levels noted on the table above, and will have priority over Securities tendered after the Early Tender Date, regardless of the Acceptance Priority Levels of the Securities tendered after the Early Tender Date. Because the aggregate principal amount of Securities validly tendered and not validly withdrawn prior to the Early Tender Date would cause the Aggregate Maximum Principal Amount and Acceptance Sublimits to be exceeded, such Securities will be purchased subject to the Acceptance Priority Levels and Acceptance Sublimits and subject to proration as described in the Offer to Purchase. The Company plans to accept all Securities tendered with Acceptance Priority Levels 1 through 8, subject to the applicable Acceptance Sublimits, and Securities tendered with Acceptance Priority Level 9, using a proration factor in accordance with the Offer to Purchase, and none of the 2.650% Senior Notes due 2030, 1.900% Senior Notes due 2025, 6.750% Senior Notes due 2035 or 7.375% Senior Notes due 2040 tendered, which had Acceptance Priority Levels 10 through 13, respectively. Any tendered Securities not accepted for purchase will be promptly credited to the holder’s account with The Depository Trust Company or otherwise returned to the holder without cost.
The settlement date for the Securities that are validly tendered on or prior to the Early Tender Date is expected to be March 17, 2022, the second business day after the Early Tender Date, assuming the conditions to the satisfaction of the Tender Offer are satisfied.
Withdrawal rights for the Tender Offer expired at 5:00 p.m. Eastern Time on March 15, 2022, and, accordingly, Securities validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offer is not subject to any minimum tender condition but is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) further increase or decrease the Aggregate Maximum Principal Amount or increase, decrease or eliminate any Acceptance Sublimit; or (iv) otherwise amend the Tender Offer in any respect.
As previously announced, the Company today issued notices of redemption for any 3.375% Senior Notes due 2022 (the “2022 notes”), 4.125% Senior Notes due 2023 (“2023 notes”) and 3.850% Senior Notes due 2025 (the “2025 notes”) not purchased in the Tender Offer pursuant to the terms of such notes and the applicable indentures (the “Redemption”).
The Company expects the net impact of the Tender Offer, the Redemption and the previously announced issuance on March 8, 2022 of €3.0 billion aggregate principal amount of the Company’s senior notes (the “Notes Issuance”, and together with the Tender Offer and Redemption, the “Transactions”) to be accretive to adjusted earnings per share by approximately $0.02 per share in 2022. On a GAAP basis, the Transactions are expected to be dilutive, due to one-time debt extinguishment charges of approximately $200 million on a pre-tax basis to be recorded in the first quarter of 2022, associated primarily with payment of premiums in connection with the Tender Offer.
The Company or its affiliates may also from time to time, after completion of the Tender Offer, purchase additional Securities in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or the Company may redeem Securities that are redeemable pursuant to their terms.
Information Relating to the Tender Offer
Barclays Capital Inc., BofA Securities and Citigroup Global Markets Inc. are acting as the lead dealer managers (the “Lead Dealer Managers”) for the Tender Offer. The Company has also retained SG Americas Securities, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., DNB Markets, Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. to act as co-dealer managers (together, the “Co-Dealer Managers” and together with the Lead Dealer Managers, the “Dealer Managers”) for the Tender Offer. The information agent and tender agent for the Tender Offer is D.F. King & Co., Inc. (the “Tender and Information Agent”). Copies of the Offer to Purchase are available by contacting the Tender and Information Agent at (800) 848-2998 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or email at bsx@dfking.com. Questions regarding the Tender Offer should be directed to Barclays Capital Inc., Liability Management Group, at (212) 528-7581 (collect) or (800) 438-3242 (toll free), BofA Securities, Liability Management Group, at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or email at debt_advisory@bofa.com or Citigroup Global Markets Inc., Liability Management Group, at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
None of the Company, its affiliates, their respective boards of directors or managing members, the Dealer Managers, the Tender and Information Agent or the trustee with respect to any series of Securities is making any recommendation as to whether holders of Securities should tender any Securities in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of Securities must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. This press release shall not constitute a notice of redemption for the 2022 notes, the 2023 notes or the 2025 notes.
The full details of the Tender Offer, including complete instructions on how to tender Securities, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Securities before making a decision to tender any Securities.
About Boston Scientific
Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world. As a global medical technology leader for more than 40 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding the expected financial impact of the transactions and our plans and expected timing and benefits of the Tender Offer, and the Total Consideration to be paid to holders of the Securities who tendered or tender their Securities at or prior to the Early Tender Date or the Expiration Date. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the forward-looking statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
Risks and uncertainties that may cause such differences include, among other things: the impact of the ongoing COVID-19 pandemic on our operations and financial results; future U.S. and global economic, political, competitive, reimbursement and regulatory conditions, including as a result of the ongoing conflict between Russia and Ukraine and related sanctions and export restrictions; manufacturing, distribution and supply chain disruptions and cost increases; disruptions caused by cybersecurity events; disruptions caused by extreme weather or other climate change-related events; labor shortages and increases in labor costs; new product introductions and the market acceptance of those products; markets for our products; expected pricing environment; expected procedural volumes; the closing and integration of acquisitions; clinical trial results; demographic trends; intellectual property rights; litigation; financial market conditions; the execution and effect of our restructuring program; the execution and effect of our business strategy, including our cost-savings and growth initiatives; our ability to achieve environmental, social and governance goals and commitments; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict, including those that have emerged or have increased in significance or likelihood as a result of the COVID-19 pandemic. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A – Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A – Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this press release.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a GAAP basis, we disclose certain non-GAAP financial measures, including adjusted net income and adjusted net income (earnings) per share that excludes certain charges and/or credits. These non-GAAP financial measures are not in accordance with generally accepted accounting principles in the United States and should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. Further, other companies may calculate these non-GAAP financial measures differently than we do, which may limit the usefulness of those measures for comparative purposes. For further information regarding our non-GAAP measures, see Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our most recent Annual Report on Form 10-K, which we may update in Quarterly Reports on Form 10-Q we have filed or will file hereafter.
CONTACT: | |||
Media: | Kate Haranis | Investors: | Lauren Tengler |
508-683-6585 (office) | 508-683-4479 (office) | ||
Media Relations | Investor Relations | ||
Boston Scientific Corporation | Boston Scientific Corporation | ||
Kate.haranis@bsci.com | BSXInvestorRelations@bsci.com |
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