MDT Medtronic PLC

Medtronic PLC (MDT) filed a Form 8K - Increase in Direct or off-Balance Sheet Financial Obligation - with the U.S Securities and Exchange Commission on August 23, 2016.

As a result of the consummation of the Offer, the completion of the Merger and the delisting of the Shares from The Nasdaq Stock Market LLC, a "Fundamental Change" and a "Make-Whole Fundamental Change," each as defined under the First Supplemental Indenture and the Second Supplemental Indenture, as applicable, occurred on August 23, 2016 with respect to the Notes. As a result, each holder of the Notes (each, a "Holder") has the right (the "Fundamental Change Repurchase Right"), at the Holder's option, to require the Company to repurchase for cash such Holder's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on September 27, 2016 (the "Fundamental Change Repurchase Date"). The repurchase price to be paid by the Company for Notes validly surrendered and not validly withdrawn is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date.

In addition, and notwithstanding the Fundamental Change Repurchase Right, pursuant to the terms and conditions of the Indenture, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m. Eastern time on September 27, 2016 (the "Conversion Period"). The Company's conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to the Conversion Rate (as defined with respect to each series of Notes in the applicable Supplemental Indenture) of 10.0000 for each of the 2017 Notes and 2021 Notes, multiplied by $58.00. Based on the per share cash consideration paid in the Merger, the Conversion Rate will not change as a result of the Merger. Accordingly, the value that a Holder will receive if such Holder converts the Notes prior to the end of the Conversion Period will be substantially less than the funds such Holder would receive if such Holder validly exercised the Fundamental Change Repurchase Right.

Assuming that each Holder exercised the Fundamental Change Repurchase Right, the Company would be obligated to make aggregate payments of approximately $244.3 million.

Assuming that each Holder exercised the conversion right in connection with the Fundamental Change, the Company would be obligated to make aggregate payments of approximately $142.0 million.

The right of Holders to convert their Notes is separate from the Fundamental Change Repurchase Right. Holders may only exercise one of either the Fundamental Change Repurchase Right or the conversion right.

This filing is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The offer to repurchase the Notes pursuant to the Fundamental Change Repurchase Right is being made only pursuant to a Tender Offer Statement on Schedule TO (including a Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase, dated August 26, 2016) that the Company has filed with the SEC and will distribute to Holders. Holders and investors should read carefully the Tender Offer Statement on Schedule TO because it contains important information, including the various terms of, and conditions to, the Fundamental Change Repurchase Right. Holders may obtain these documents free of charge from the SEC's website at www.sec.gov or by contacting Parent at investor.relations@medtronic.com.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1389072/000119312516692563/d241053d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/1389072/000119312516692563/0001193125-16-692563-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

August 26, 2016 09:03 ET (13:03 GMT)

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