MDT Medtronic PLC

Notes Offering

On September 21, 2022, Medtronic Global Holdings S.C.A. (“Medtronic Luxco”), an indirect wholly owned subsidiary of Medtronic public limited company (“Medtronic plc”), issued €500,000,000 aggregate principal amount of its 2.625% Senior Notes due 2025 (the “2025 Notes”), €1,000,000,000 aggregate principal amount of its 3.000% Senior Notes due 2028 (the “2028 Notes”), €1,000,000,000 aggregate principal amount of its 3.125% Senior Notes due 2031 (the “2031 Notes”), and €1,000,000,000 aggregate principal amount of its 3.375% Senior Notes due 2034 (the “2034 Notes” and together with the 2025 Notes, the 2028 Notes and the 2031 Notes, the “Notes”), in an underwritten offering (the “Offering”) pursuant to a registration statement on Form S-3 (the “Registration Statement”) (File No. 333-236739) filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2020, and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the offering of the Notes. The Notes are fully and unconditionally guaranteed by Medtronic plc and Medtronic, Inc., an indirect wholly owned subsidiary of Medtronic plc (the “Guarantees,” and together with the Notes, the “Securities”).

Medtronic Luxco expects to receive net proceeds from the Offering of approximately €3.47, billion, after deducting the underwriting discount and estimated offering expenses payable by Medtronic Luxco. Medtronic Luxco expects to use the net proceeds of the Offering to repay at maturity its outstanding 0.00% Senior Notes due 2022, its 0.375% Senior Notes due 2023 and its 0.00% Senior Notes due 2023 and for general corporate purposes. While Medtronic Luxco may elect at a later date to repay, redeem or repurchase such notes prior to maturity, it currently has no intention to repay, redeem or repurchase such notes prior to maturity.

The Company has applied to list each series of Notes on the New York Stock Exchange.

Indenture and Agency Agreement

The Notes were issued under an indenture dated as of March 28, 2017 (the “Base Indenture”), among Medtronic Luxco, Medtronic, Inc., Medtronic plc and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture dated as of September 21, 2022 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), among Medtronic Luxco, Medtronic, Inc., Medtronic plc, the Trustee and Elavon Financial Services DAC, as paying agent (“Elavon”), and shall be subject to the Agency Agreement dated as of September 21, 2022 (the “Agency Agreement”) between the Company and Elavon.

The 2025 Notes will mature on October 15, 2025, the 2028 Notes will mature on October 15, 2028, the 2031 Notes will mature on October 15, 2031 and the 2034 Notes will mature on October 15, 2034. The 2025 Notes will bear interest at a rate of 2.625% per annum. The 2028 Notes will bear interest at a rate of 3.000% per annum. The 2031 Notes will bear interest at a rate of 3.125% per annum. The 2034 Notes will bear interest at a rate of 3.375% per annum.

At any time prior to the applicable Par Call Date (as defined below) Medtronic Luxco will have the right, at its option, to redeem any series of the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a specified make-whole redemption price, in either case plus accrued and unpaid interest to, but not including, the date of redemption. “Par Call Date” means September 15, 2025 (1 month prior to the maturity date of the 2025 Notes), in the case of the 2025 Notes; July 15, 2028 (3 months prior to the maturity date of the 2028 Notes), in the case of the 2028 Notes; July 15, 2031 (3 months prior to the maturity date of the 2031 Notes), in the case of the 2031 Notes; and July 15, 2034 (3 months prior to the maturity date of the 2034 Notes), in the case of the 2034 Notes.

In addition, on and after the applicable Par Call Date, Medtronic Luxco will have the option to redeem any series of the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes will be general unsecured senior obligations of Medtronic Luxco and will rank equally in right of payment with all of Medtronic Luxco’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic Luxco may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc’s and Medtronic, Inc.’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic, Inc. may incur, and be structurally subordinated to all existing and any future obligations of each of Medtronic plc’s subsidiaries (other than Medtronic Luxco and Medtronic, Inc.).

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic Luxco’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with the Trustee. In addition, the Trustee is the trustee for certain of Medtronic plc’s affiliates’ other debt securities, and from time to time provides services relating to Medtronic plc’s investment management, stock repurchase and foreign currency hedging programs.

The above description of the Base Indenture and the Fifth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Fifth Supplemental Indenture. The executed Base Indenture was previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Medtronic plc on March 28, 2017. The executed Fifth Supplemental Indenture is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated herein and into the Registration Statement by reference.

In connection with the Offering, Medtronic plc is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.