MARLBOROUGH, Mass.,
Nov. 5, 2019 /PRNewswire/
-- Boston Scientific Corporation (the "Company") (NYSE:BSX)
today announced the pricing terms of the previously announced cash
tender offer (the "Tender Offer") for up to $1.0 billion aggregate principal amount (the
"Aggregate Maximum Principal Amount") of the outstanding senior
notes listed in the table 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
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CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Principal
Amount
Accepted
|
U.S.
Treasury
Reference
Security
|
Reference
Yield(2)
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Total
Consideration(3)
|
4.125%
Senior
Notes
due 2023
|
101137AN7
|
$450,000,000
|
1
|
$206,429,000
|
1.500%
U.S.T. due
9/30/2024
|
1.682%
|
FIT1
|
+55
bps
|
$1,065.77
|
4.000%
Senior
Notes
due 2028
|
101137AS6
|
$1,000,000,000
|
2
|
$566,455,000
|
1.625%
U.S.T. due
8/15/2029
|
1.869%
|
FIT1
|
+75
bps
|
$1,099.67
|
3.850%
Senior
Notes
due 2025
|
101137AR8
|
$750,000,000
|
3
|
$227,117,000
|
1.500%
U.S.T. due
9/30/2024
|
1.682%
|
FIT1
|
+60
bps
|
$1,080.73
|
3.375%
Senior
Notes
due 2022
|
101137AQ0
|
$500,000,000
|
4
|
$0
|
__
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__
|
__
|
__
|
__
|
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(1) 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"). The Company reserves
the right, but is under no obligation, to increase the Aggregate
Maximum Principal Amount at any time, including on or after
November 5, 2019 (the "Price Determination Date"), subject to
applicable law.
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(2) The Reference
Yield was determined at 11:00 a.m. Eastern Standard Time (EST) on
November 5, 2019 by the Lead Dealer Managers (identified
below).
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(3) 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.
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The Tender Offer is being made pursuant to an Offer to Purchase,
dated October 22, 2019 (the "Offer to
Purchase"), which sets forth the terms and conditions of the Tender
Offer. The Tender Offer will expire at midnight EST, on November
19, 2019 (one minute after 11:59 p.m.
EST on November 19, 2019), 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 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.
EST on November 4, 2019 (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 page on the Bloomberg
Bond Trader at 11:00 a.m. EST on
November 5, 2019.
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 the Acceptance
Priority Levels noted on the table above, with 1 being the highest
Acceptance Priority Level and 4 being the lowest Acceptance
Priority Level, 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 to
be exceeded, such Securities will be purchased subject to the
Acceptance Priority Levels and subject to proration as described in
the Offer to Purchase. The Company plans to accept all Securities
tendered with Acceptance Priority Levels 1 and 2, Securities
tendered with Acceptance Priority Level 3, using a proration factor
of approximately 49.1% in accordance with the Offer to Purchase,
and none of the Securities tendered with Acceptance Priority Level
4. Any tendered Securities not accepted for purchase will be
promptly credited to the Holder's account with DTC 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 November 12, 2019, the fifth 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. EST on November
4, 2019, 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,
including the financing condition that the Company shall have
closed one or more debt financings resulting in net proceeds in an
amount, together with cash on hand, not less than the amount
required, upon the terms and subject to the conditions of the
Tender Offer, to purchase all the Securities validly tendered and
accepted for purchase in the Tender Offer and to pay accrued
interest thereon and fees and expenses associated therewith. 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) increase or decrease the
Aggregate Maximum Principal Amount; or (iv) otherwise amend the
Tender Offer in any respect.
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 Goldman Sachs & Co. LLC are
acting as the lead dealer managers (the "Lead 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 (866)-406-2285
(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 Goldman Sachs & Co. LLC,
Liability Management Group at (212) 902-6351 (collect) or (800)
828-3182 (toll-free). Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC are acting as the co-dealer managers for the Tender
Offer (collectively with the Lead Dealer Managers, the "Dealer
Managers").
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.
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 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 within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. 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 tender their Securities at or prior to the Early
Tender 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 statements expressed in this press
release. As a result, readers are cautioned not to place undue
reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends;
intellectual property; litigation; financial market conditions; and
future business decisions made by us and our competitors. 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:
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Media:
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Kate
Haranis
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Investors:
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Susie Lisa,
CFA
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508-683-6585
(office)
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508-683-5565
(office)
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Media
Relations
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Investor
Relations
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Boston Scientific
Corporation
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Boston Scientific
Corporation
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Kate.haranis@bsci.com
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BSXInvestorRelations@bsci.com
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SOURCE Boston Scientific Corporation