Current Report Filing (8-k)
November 07 2019 - 06:03AM
Edgar (US Regulatory)
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2019-11-05
2019-11-05
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): November 5, 2019
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its
charter)
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DELAWARE
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1-11083
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04-2695240
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 Boston Scientific Way, Marlborough, Massachusetts
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01752-1234
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (508) 683-4000
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of
each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, $0.01 par value per share
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BSX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 8.01 OTHER EVENTS
On November 5, 2019, Boston Scientific Corporation (the “Company”)
announced the early results and pricing of its previously announced cash tender offer (the “Tender Offer”) for up to
$1.0 billion combined aggregate principal amount of its outstanding 4.125% Senior Notes due 2023, 4.000% Senior Notes due 2028,
3.850% Senior Notes due 2025 and 3.375% Senior Notes due 2022 (collectively, the “Securities”). The Tender Offer is
being made exclusively pursuant to an offer to purchase dated October 22, 2019, which sets forth the terms and conditions of the
Tender Offer. Consummation of the Tender Offer is subject to satisfaction of a financing condition.
In addition, on November 6, 2019, the Company announced the pricing
of a public offering of €900,000,000 in aggregate principal amount of 0.625% notes due 2027, under the Company’s shelf
registration statement (the “Offering”). The Company expects the Offering to close on November 12, 2019, subject to
customary closing conditions. The Company intends to use the net proceeds from the Offering to (i) fund the Tender Offer and
(ii) pay accrued and unpaid interest, premiums, fees and expenses in connection with the Tender Offer. The Company intends to use
any remaining proceeds for repayment of other indebtedness and general corporate purposes.
Copies of the Company’s press releases announcing the early
results of the Tender Offer, pricing of the Tender Offer and pricing of the Offering are attached to this Current Report on Form
8-K as Exhibit 99.1, 99.2 and 99.3, 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, 99.2, and 99.3 are for informational
purposes only and do not constitute an offer to purchase the Securities.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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.
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BOSTON SCIENTIFIC CORPORATION
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Date: November 6, 2019
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By:
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/s/ Vance R. Brown
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Vance R. Brown
Vice President and Chief Corporate Counsel
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