FWP 1 tm246652d2_fwp.htm FWP

 

Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-262937

Issuer Free Writing Prospectus, dated February 22, 2024

 

American Medical Systems Europe B.V.

 

€2,000,000,000

Senior Notes Offering

 

Terms and Conditions – 5-Year Fixed Rate Notes

 

Issuer American Medical Systems Europe B.V. (the “Issuer”)
Guarantor Boston Scientific Corporation (“Boston Scientific”)
Note Type Senior Notes
Form of Offering SEC Registered
Ratings1 Baa1 / BBB+ / BBB+ (Stable/Stable/Stable)
Principal Amount €750,000,000
Trade Date February 22, 2024
Settlement Date (T+3*) February 27, 2024
Maturity Date March 8, 2029
Coupon 3.375% per annum
Yield to Maturity 3.455% per annum
Price to Public 99.635%        
Reference to Mid-Swaps Rate 2.805%
Spread to Mid-Swaps Rate Plus 65 basis points
Benchmark Bund DBR 0.250% due February 15, 2029
Spread to Benchmark Bund Plus 106.7 basis points
Benchmark Bund Yield/Price 2.388% / €90.09
Interest Payment Dates Annually on March 8, beginning March 8, 2025
Par Call Date On or after December 8, 2028 (the date that is three months prior to the maturity date)

 

 

* It is expected that delivery of the notes will be made to purchasers on or about February 27, 2024, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.

 

 

 

Make-whole Call Plus 20 basis points
Special Mandatory Redemption If (i) the Axonics Acquisition (as defined in the preliminary prospectus supplement related to the notes) is not consummated on or before the later of (x) January 8, 2025 (as such date may be extended in accordance with the Merger Agreement (as defined in the preliminary prospectus supplement related to the notes) to no later than January 8, 2026) and (y) the date that is five business days after any later date to which Boston Scientific and Axonics, Inc. may agree to extend the “Outside Date” in the Merger Agreement or (ii) the Issuer notifies the trustee under the indenture that Boston Scientific will not pursue consummation of the Axonics Acquisition, the Issuer will be required to redeem the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the preliminary prospectus supplement related to the notes).
Stabilization Stabilization/FCA
Day Count Basis ACTUAL/ACTUAL (ICMA)
Minimum Denominations €100,000 and integral multiples of €1,000 in excess thereof
Common Code / ISIN

Common Code: 277226642

ISIN: XS2772266420

Clearing and Settlement Clearstream Banking S.A. / Euroclear Bank SA/NV
Trustee U.S. Bank Trust Company, National Association
Registrar and Paying Agent Elavon Financial Services DAC
Expected Listing

Application will be made to list the notes on the Official List of

the Irish Stock Exchange plc for trading as Euronext Dublin and

to admit the notes to trading on the Global Exchange Market thereof

Joint Bookrunners

Barclays Bank PLC

Citigroup Global Markets Europe AG

Société Générale

BofA Securities Europe SA

Wells Fargo Securities Europe S.A.

BNP Paribas

Deutsche Bank Aktiengesellschaft

Goldman Sachs & Co. LLC

MUFG Securities (Europe) N.V.

RBC Europe Limited

Scotiabank (Ireland) Designated Activity Company

Standard Chartered Bank

TD Global Finance unlimited company

 

 

 

Terms and Conditions – 8-Year Fixed Rate Notes

 

Issuer American Medical Systems Europe B.V. (the “Issuer”)
Guarantor Boston Scientific Corporation (“Boston Scientific”)
Note Type Senior Notes
Form of Offering SEC Registered
Ratings1 Baa1 / BBB+ / BBB+ (Stable/Stable/Stable)
Principal Amount €1,250,000,000
Trade Date February 22, 2024
Settlement Date (T+3*) February 27, 2024
Maturity Date March 8, 2032
Coupon 3.500% per annum
Yield to Maturity 3.544% per annum
Price to Public 99.696%        
Reference to Mid-Swaps Rate 2.744%
Spread to Mid-Swaps Rate Plus 80 basis points
Benchmark Bund DBR 0.000% due February 15, 2032
Spread to Benchmark Bund Plus 120 basis points
Benchmark Bund Yield/Price 2.344% /  €83.14
Interest Payment Dates Annually on March 8, beginning March 8, 2025
Par Call Date On or after December 8, 2031 (the date that is three months prior to the maturity date)
Make-whole Call Plus 20 basis points

 

 

* It is expected that delivery of the notes will be made to purchasers on or about February 27, 2024, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.

 

 

 

Special Mandatory Redemption If (i) the Axonics Acquisition (as defined in the preliminary prospectus supplement related to the notes) is not consummated on or before the later of (x) January 8, 2025 (as such date may be extended in accordance with the Merger Agreement (as defined in the preliminary prospectus supplement related to the notes) to no later than January 8, 2026) and (y) the date that is five business days after any later date to which Boston Scientific and Axonics, Inc. may agree to extend the “Outside Date” in the Merger Agreement or (ii) the Issuer notifies the trustee under the indenture that Boston Scientific will not pursue consummation of the Axonics Acquisition, the Issuer will be required to redeem the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the preliminary prospectus supplement related to the notes).
Stabilization Stabilization/FCA
Day Count Basis ACTUAL/ACTUAL (ICMA)
Minimum Denominations €100,000 and integral multiples of €1,000 in excess thereof
Common Code / ISIN

Common Code: 277226669

ISIN: XS2772266693

Clearing and Settlement Clearstream Banking S.A. / Euroclear Bank SA/NV
Trustee U.S. Bank Trust Company, National Association
Registrar and Paying Agent Elavon Financial Services DAC
Expected Listing

Application will be made to list the notes on the Official List of the Irish Stock Exchange plc for trading as Euronext Dublin and to admit the notes to trading on the Global Exchange Market thereof

Joint Bookrunners

Barclays Bank PLC

Citigroup Global Markets Europe AG

Société Générale

BofA Securities Europe SA

Wells Fargo Securities Europe S.A.

BNP Paribas

Deutsche Bank Aktiengesellschaft

Goldman Sachs & Co. LLC

MUFG Securities (Europe) N.V.

RBC Europe Limited

Scotiabank (Ireland) Designated Activity Company

Standard Chartered Bank

TD Global Finance unlimited company

 

Note:

 

1A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

 

 

MiFID II and UK MiFIR professional clients and ECPs only/No PRIIPs KID: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the European Economic Area or the United Kingdom.

 

The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling Barclays Bank PLC toll-free at (888) 603-5847, Citigroup Global Markets Europe AG toll-free at (800) 831-9146 or Société Générale toll-free at (855)-881-2108.

 

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.