MARLBOROUGH, Mass., Boston Scientific Corporation (the “Company”) (NYSE:BSX) today announced that, pursuant to the previously announced cash tender offer (the “Tender Offer”) for up to $2.5 billion aggregate principal amount of the outstanding senior notes identified in the table and the related notes below (the “Securities”), $5,139,194,000 in aggregate principal amount of the Securities were validly tendered and not validly withdrawn on or prior to 5:00 p.m., Eastern Time, on March 15, 2022 (the “Early Tender Date”).
The Company also announced that it has amended the terms of the Tender Offer to increase the aggregate maximum principal amount to $2,852,561,000 in aggregate principal amount of the Securities (the “Aggregate Maximum Principal Amount”). Withdrawal rights for the Tender Offer expired at 5:00 p.m. Eastern Time on March 15, 2022, and, accordingly, Securities validly tendered in the Tender Offer may no longer be withdrawn except where additional withdrawal rights are required by law.
The Tender Offer is being made pursuant to an Offer to Purchase, dated March 2, 2022 (the “Offer to Purchase”), which sets forth the terms and conditions of the Tender Offer. The Tender Offer will expire at midnight, Eastern Time, on March 29, 2022 (one minute after 11:59 p.m., Eastern Time, on March 29, 2022), 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 However, because the aggregate principal amount of Securities validly tendered and not validly withdrawn would cause the Aggregate Maximum Principal Amount to be exceeded and the Company does not expect to further increase the Aggregate Maximum Principal Amount,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 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 will be 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 Bloomberg reference page at 9:00 a.m., Eastern Time, today, March 16, 2022, the Price Determination Date. The Total Consideration will be determined by taking into account the applicable par call date for each series of Securities, if any. The Company expects to issue a press release today after the close of trading on the New York Stock Exchange to announce the Total Consideration payable in connection with the Tender Offer.
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 any applicable Acceptance Sublimit and the Acceptance Priority Levels noted on the table above, 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 and Acceptance Sublimits to be exceeded, such Securities will be purchased subject to the Acceptance Priority Levels and Acceptance Sublimits and subject to proration as described in the Offer to Purchase and the table above. Any tendered Securities not accepted for purchase will be promptly credited to the holder’s account with The Depository Trust Company 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 March 17, 2022, the second business day after the Early Tender Date, assuming the conditions to the satisfaction of the Tender Offer are satisfied.
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. 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) further increase or decrease the Aggregate Maximum Principal Amount or increase, decrease or eliminate any Acceptance Sublimit; or (iv) otherwise amend the Tender Offer in any respect.
In addition, the Company today intends to issue notices of redemption for any 3.375% Senior Notes due 2022 (the “2022 notes”), 4.125% Senior Notes due 2023 (“2023 notes”) and 3.850% Senior Notes due 2025 (the “2025 notes”) not purchased in the Tender Offer. The complete terms of each redemption, including the redemption price to be paid under the terms of the 2022 notes, the 2023 notes and the 2025 notes, are described in the applicable redemption notice to be delivered to holders of these notes.
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 Citigroup Global Markets Inc. are acting as the lead dealer managers (the “Lead Dealer Managers”) for the Tender Offer. The Company has also retained SG Americas Securities, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp., DNB Markets, Inc., Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. to act as co-dealer managers (together, the “Co-Dealer Managers” and together with the Lead Dealer Managers, the “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 (800) 848-2998 (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 email at debt_advisory@bofa.com or Citigroup Global Markets Inc., Liability Management Group, at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
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. This press release shall not constitute a notice of redemption for the 2022 notes, the 2023 notes or the 2025 notes.
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 more than 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.
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