ITEM 8.01Other Events

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On February21, 2019, Boston Scientific Corporation (the “Company”) announced the pricing of a public offering of $4.3 billion aggregate principal amount of its senior notes under the Company’s shelf registration statement. The public offering consists of $850 million in aggregate principal amount of 3.450% notes due 2024, $850 million in aggregate principal amount of 3.750% notes due 2026, $850 million in aggregate principal amount of 4.000% notes due 2029, $750 million in aggregate principal amount of 4.550% notes due 2039 and $1.000 billion in aggregate principal amount of 4.700% notes due 2049. The Company expects the offering to close on February25, 2019, subject to customary closing conditions.The Company intends to use the net proceeds from the offering to (i) finance a portion of its acquisition of BTG plc (the “BTG Acquisition”), (ii) redeem its 6.000% notes due January 2020, and 2.850% notes due May 2020 (collectively, the “2020 Notes”), of which $850 million aggregate principal amount and $600 million aggregate principal amount, respectively, were outstanding as of the date hereof, (iii) repay amounts outstanding under its $1.00 billion Term Loan facility maturing August 2019, which bore interest at an annual rate of LIBOR plus 0.65%, (iv) repay other short term debt and (v) pay related fees, expenses and premiums. Any such redemption of the 2020 Notes will be made in accordance with the terms of the applicable indenture, including providing the required notice of redemption.

A copy of the press release is filed with this report as Exhibit99.1.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend,” “aiming” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our proposed offering and intended use of proceeds. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These risks and uncertainties, in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this document. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

Risks and uncertainties that may cause such differences include, among other things: future economic, political, competitive, reimbursement and regulatory conditions, new product introductions and the market acceptance of those products, markets for our products, expected pricing environment, expected procedural volumes, the closing and integration of acquisitions (including the BTG Acquisition), clinical trial results, demographic trends, intellectual property rights, litigation, financial market conditions, the execution and effect of our restructuring programs, the execution and effect of our business strategy, including our cost-savings and growth initiatives and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see PartI,Item 1A -Risk Factorsin our most recent Annual Report on Form10-K filed with the Securities and Exchange Commission, which we may update in PartII,Item 1A -Risk Factorsin Quarterly Reports on Form10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. Thiscautionary statementis applicable to all forward-looking statements contained in this document.



Exhibit No.Description

EX-99.1 2 exhibit991-pressreleasefeb.htm EXHIBIT 99.1 – PRESS RELEASE DATED FEB 21,…
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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.

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