BOSTON SCIENTIFIC CORPORATION (NYSE:BSX) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February22, 2018, Boston Scientific Corporation (the “Company”) enteredinto an Underwriting Agreement, (as supplemented by the Terms Agreement, also dated February22, 2018, the “Underwriting Agreement”), among the CompanyandBarclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc.as representatives of the underwriters named in the Underwriting Agreement (the “Underwriters”), in connection with the Company’s previously announced pricing of $1.0 billion aggregate principal amount of senior notes. to the Underwriting Agreement, the Underwriters agreed to purchase $1.0 billion aggregate principal amount of the Company’s 4.000% Senior Notes due 2028 (the “2028 Notes”) under the Company’sshelf registration statement.The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The 2028 Notes were issued to an indenture dated as of May29, 2013 between the Company and U.S. Bank National Association, as trustee (the “Indenture”). The Indenture contains covenants that restrict the Company’s ability, with certain exceptions, to (i)merge or consolidate with another entity or transfer all or substantially all of its property and assets, and (ii)incur liens. These covenants are subject to important exceptions and qualifications, as described in the Indenture. The Indenture also provides for customary events of default.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the 2028 Notes are summaries and are qualified in their entirety by reference to such documents, which are Exhibits 1.1, 4.1 and 4.2 to this Current Report on Form8-K, respectively, and all of which are incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a press release on February26, 2018 a copy of which is furnished as Exhibit99.1.
ITEM 8.01 OTHER EVENTS
On February26, 2018, the Company completed the offering of the 2028 Notes under its shelf registration statement. The net proceeds from the offering of the 2028 Notes, after deducting underwriting discounts and estimated offering expenses, were approximately $989 million. The Company previously announced that it intends to use the net proceeds from the offering to redeem its 2.650% notes due October 2018, of which $600 million aggregate principal amount was outstanding as of the date hereof, and to repay short term debt and to pay related fees, expenses and premiums. Following the completion of the offering, the Company will provide the trustee with redemption notices to redeem all of the October 2018 notes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
|
Exhibit No. |
Description (*documentsfiledorfurnishedwiththisreport) |
|
1.1* |
Underwriting Agreement, dated February22, 2018, as supplemented by the Terms Agreement, dated February22, 2018, among Boston Scientific Corporation and Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., as representatives of the underwriters. |
|
4.1 |
Indenture dated as of May29, 2013, between Boston Scientific Corporation andU.S. Bank National Association, as trustee (filed as Exhibit4.1 to the Company’s Registration Statement on FormS-3 (Commission File No.333-188918) filed on May29, 2013 and incorporated herein by reference). |
|
4.2* |
4.000% Senior Note due 2028. |
|
5.1* |
Opinion dated February26, 2018of Shearman& Sterling LLP. |
|
23.1* |
Consent of Shearman& Sterling LLP (included in Exhibit5.1). |
|
99.1* |
Press Release issued by Boston Scientific Corporation dated February26, 2018. |
BOSTON SCIENTIFIC CORP ExhibitEX-1.1 2 exbibit11-underwritingagre.htm EXHIBIT 1.1 UNDERWRITTING AGREEMENT Exhibit EXHIBIT 1.1BOSTON SCIENTIFIC CORPORATIONDebt SecuritiesUNDERWRITING AGREEMENT-BASIC PROVISIONSFebruary 22,…To view the full exhibit click here
About BOSTON SCIENTIFIC CORPORATION (NYSE:BSX)
Boston Scientific Corporation is a developer, manufacturer and marketer of medical devices that are used in a range of interventional medical specialties. The Company offers its products by seven core businesses: Interventional Cardiology, Peripheral Interventions (PI), Cardiac Rhythm Management (CRM), Electrophysiology (EP), Endoscopy, Urology and Pelvic Health, and Neuromodulation. It operates in three segments: Cardiovascular, Rhythm Management and MedSurg. Its Cardiovascular segment consists of Interventional Cardiology and PI businesses. Its Rhythm Management segment consists of CRM and EP businesses. Its MedSurg segment consists of Endoscopy, Urology and Pelvic Health, and Neuromodulation businesses. Its interventional cardiology products include Drug-Eluting Coronary Stent Systems, Core Coronary Technology, Intravascular Imaging and Structural Heart Therapy. Its peripheral products include stents, balloon catheters, wires, peripheral embolization devices and vena cava filters.