Medtronic PLC (MDT) filed a Form 8K - Other Events - with the
U.S Securities and Exchange Commission on March 21, 2017.
On March 21, 2017, Medtronic Global Holdings S.C.A. ("Medtronic
Luxco"), Medtronic plc and Medtronic, Inc. entered into an
underwriting agreement with Citigroup Global Markets Inc., Goldman,
Sachs & Co. and Morgan Stanley & Co. LLC, as
representatives of the several underwriters named therein (the
"Luxco Underwriting Agreement"), pursuant to which Medtronic Luxco
agreed to issue $1,000,000,000 aggregate principal amount of 1.700%
senior notes due 2019 and $850,000,000 aggregate principal amount
of 3.350% senior notes due 2027 (collectively, the "Luxco notes").
All of Medtronic Luxco's obligations under the Luxco notes will be
fully and unconditionally guaranteed by Medtronic plc and
Medtronic, Inc. on a senior unsecured basis.
On March 21, 2017, Medtronic, Inc., Medtronic plc and Medtronic
Luxco entered into an underwriting agreement with Citigroup Global
Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
LLC, as representatives of the several underwriters named therein
(the "Medtronic, Inc. Underwriting Agreement" and together with the
Luxco Underwriting Agreement, the "Underwriting Agreements"),
pursuant to which Medtronic, Inc. agreed to issue $150,000,000 in
aggregate principal amount of its 4.625% Senior Notes due 2045 (the
"2045 notes"). The 2045 notes will be a further issuance of, and
will form a single series with, the $4,000,000,000 aggregate
principal amount of Medtronic, Inc.'s currently outstanding 4.625%
Senior Notes due 2045, and will be fully and unconditionally
guaranteed by Medtronic Luxco and Medtronic plc on a senior
unsecured basis.
The offerings of the Luxco notes and the 2045 notes are being
conducted pursuant to an effective registration statement on Form
S-3 (File No. 333-215895), a related prospectus and prospectus
supplements, each as filed with the Securities and Exchange
Commission (the "SEC").
The Luxco notes are to be issued under an indenture to be
entered into among Medtronic Luxco, Medtronic plc and Medtronic,
Inc. and Wells Fargo Bank, National Association (the "Trustee"), as
supplemented by a first supplemental indenture to be entered into
among Medtronic Luxco, Medtronic plc and Medtronic, Inc. and the
Trustee. The 2045 notes are to be issued under the Indenture, dated
as of December 10, 2014, between Medtronic, Inc. and the Trustee,
as supplemented by the First Supplemental Indenture, dated as of
December 10, 2014, between Medtronic, Inc. and the Trustee, the
Second Supplemental Indenture, dated as of January 26, 2015,
between Medtronic plc and the Trustee and the Third Supplemental
Indenture, dated as of January 26, 2015, between Medtronic Luxco
and the Trustee. The offerings are expected to close on March 28,
2017, subject to customary closing conditions.
We expect that the net proceeds from the offerings will be
approximately $2.0 billion after deducting underwriting discounts
and commissions and payment of estimated offering expenses. The net
proceeds of the offerings will be used for general corporate
purposes.
The above description is qualified in its entirety by reference
to the Underwriting Agreements, which are filed as Exhibit 1.1 and
Exhibit 1.2 hereto and incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking
statements that involve a number of risks and uncertainties.
Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
are set forth in the prospectuses related to the offerings
referenced above, Medtronic plc's Annual Report on Form 10-K for
the year ended April 29, 2016 and each of Medtronic plc's most
recent Quarterly Reports on Form 10-Q, under the section "Risk
Factors," which are on file with the SEC. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
industries in which we operate and the beliefs and assumptions of
our management. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "continues," "may," "could" and "will," and variations
of such words and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer
to the offerings of the notes and the use of proceeds therefrom,
and the expected closing date for the offerings are forward-looking
statements. Readers are cautioned that these forward-looking
statements are only predictions and are subject to risks,
uncertainties, and assumptions that are difficult to predict,
including those identified in the section entitled "Risk Factors"
and elsewhere in our Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q. Therefore, actual results
may differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or
update any forward-looking statements, including to reflect events
or circumstances occurring after the date of the filing of this
Current Report on Form 8-K, except to the extent required by
law.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517092281/d364265d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517092281/0001193125-17-092281-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
March 22, 2017 17:32 ET (21:32 GMT)
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