St. Jude Medical, LLC (NYSE:STJ) Files An 8-K Entry into a Material Definitive Agreement

St. Jude Medical, LLC (NYSE:STJ) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive
Agreement.

On January4, 2017, in connection with and substantially
concurrent with the Second Merger, the Company, SJM LLC and U.S.
Bank National Association, as trustee (the Trustee),
entered into a Sixth Supplemental Indenture, (the Supplemental
Indenture
), to which SJM LLC assumed the Companys rights and
obligations with respect to (i)the Companys 2.000% Senior Notes
due 2018, 2.800% Senior Notes due 2020, 3.25% Senior Notes due
2023, 3.875% Senior Notes due 2025 and 4.75% Senior Notes due
2043 and (ii)the Indenture, dated as of July28, 2009, as amended,
supplemented or otherwise modified, including by the Fourth
Supplemental Indenture, dated as of April2, 2013, and the Fifth
Supplemental Indenture, dated as of September23, 2015, in each
case by and between the Company and the Trustee.

The foregoing description of the Supplemental Indenture is not
complete and is qualified in its entirety by reference to the
Supplemental Indenture, which is filed as Exhibit4.1 and is
incorporated herein by reference.

Also in connection with the Mergers, the Company entered into an
Amendment and Restatement Agreement, dated as of November16,
2016, by and among the Company, as borrower, Bank of America
N.A., as administrative agent and lender, and other lenders party
thereto, to which the parties agreed (subject to completion of
the Mergers and certain other customary conditions) to amend and
restate that certain Term Loan Agreement, dated as of August21,
2015, as amended by Amendment No.1 to Term Loan Agreement, dated
as of February19, 2016 (the Term Loan Agreement), with an
aggregate principal amount outstanding of approximately $2.3
billion. to the Amendment and Restatement Agreement, effective
upon completion of the Mergers, the Term Loan Agreement was
amended and restated (as further amended, restated, extended,
supplemented or otherwise modified in writing from time to time,
the Amended and Restated Term Loan Agreement) and SJM LLC
succeeded to the existing obligations of the Company. On
January4, 2017, Abbott fully guaranteed such obligations.

The borrowings under the Amended and Restated Term Loan Agreement
will bear interest, at SJM LLCs option, based on either a base
rate or a Eurodollar rate, plus an applicable margin based on
Abbotts credit ratings. The Amended and Restated Term Loan
Agreement contains representations and warranties and affirmative
and negative covenants customary for unsecured financings of this
type as well as customary events of default.

Some of the lenders under the Amended and Restated Term Loan
Agreement and/or their affiliates have in the past performed, and
may in the future from time to time perform, investment banking,
financial advisory, lending and/or commercial banking services,
or other services for SJM LLC and its affiliates, for which they
have received, and may in the future receive, customary
compensation and expense reimbursement.

Item 1.02. Termination of Material
Definitive Agreement.

On January4, 2017, in connection with the completion of the First
Merger and as required by the terms of the Merger Agreement,
prior to the Second Merger, the Company terminated the Amended
and Restated Multi-year $1,500,000,000 Credit Agreement (the
Credit Agreement), dated as of August21, 2015, among the
Company, the lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent, L/C Issuer and lender, as
amended, restated, supplemented or otherwise modified. The Credit
Agreement created a $1.5 billion unsecured revolving credit
facility that the Company could draw upon (i)to refinance certain
existing indebtedness of the Company and pay related fees and
expenses and (ii)for general corporate purposes. Absent
termination, the commitments under the Credit Agreement would
have expired on August21, 2020. Borrowings under the Credit
Agreement initially bore interest at LIBOR plus 0.68%, subject to
adjustment in the event of a change in the Companys credit
ratings.

Some of the lenders under the Credit Agreement and/or their
affiliates have in the past performed, and may in the


future from time to time perform, investment banking, financial
advisory, lending and/or commercial banking services, or other
services for SJM LLC and its affiliates, for which they have
received, and may in the future receive, customary compensation
and expense reimbursement.

Item 2.01. Completion of Acquisition
or Disposition of Assets.

On January4, 2017, Abbott completed the acquisition of the
Company, to the Merger Agreement. Abbott completed the
acquisition of the Company through two mergers: (1)first,
Merger Sub 1, a wholly owned subsidiary of Abbott, was merged
with and into the Company, with the Company surviving the
merger as a wholly owned subsidiary of Abbott, and (2)second
and promptly after the First Merger, the Initial Surviving
Corporation was merged with and into Vault Merger Sub, LLC,
with Vault Merger Sub, LLC surviving the merger as a wholly
owned subsidiary of Abbott and being renamed St. Jude Medical,
LLC.

In the First Merger, each share of the Companys common stock
issued and outstanding immediately prior to the first effective
time was automatically converted into the right to receive
0.8708 of an Abbott common share and $46.75 in cash, without
interest (the Per Share Merger Consideration), with any
fractional Abbott common shares to be settled in cash.

In connection with completion of the First Merger, vested
options to purchase shares of the Companys common stock were
deemed exercised to a cashless exercise and the net number of
shares of the Companys common stock payable in respect thereto
were converted into the right to receive the Per Share Merger
Consideration, less applicable withholding taxes, with any
fractional Abbott common shares to be settled in cash. In
addition, unvested options and restricted stock units in
respect of the Companys common stock were assumed by Abbott and
converted into Abbott options and restricted stock units (as
applicable) of substantially equivalent value, in each case in
accordance with the terms of the Merger Agreement.

Based on the closing price of $39.36 for an Abbott common share
on the New York Stock Exchange on January 4, 2017, the
aggregate implied value of the consideration paid in connection
with the Mergers was approximately $23.6 billion, including
approximately $10 billion in Abbott common shares and
approximately $13.6 billion in cash.

The foregoing description of the Mergers and the Merger
Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit2.1
and is incorporated herein by reference.

Item 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard;
Transfer of Listing.

In connection with the closing of the First Merger, on
January4, 2017, the Company notified the New York Stock
Exchange (NYSE) of the effectiveness of the First Merger
and requested that trading in the Company Shares be suspended
after the close of trading on January4, 2017, and that the
Company shares be withdrawn from listing on the NYSE. Trading
of Company Shares on NYSE was suspended after the close of
trading on January4, 2017. The Company also requested that NYSE
file with the Securities and Exchange Commission (SEC)
an application on Form25 to delist and deregister Company
Shares under Section12(b)of the Securities Exchange Act of
1934, as amended. NYSE filed the Form25 with the SEC on January
4, 2017.

Item 3.03 Material Modification to
Rights of Security Holders.

The information set forth in Items 1.01 and 2.01 of this
Current Report on Form8-K is incorporated into this Item 3.03
by reference.

Item 5.01 Changes in Control of
Registrant.

The information set forth in Item 2.01 of this Current Report
on Form8-K is incorporated into this Item 5.01 by reference.

The Mergers were funded by a portion of the net proceeds from a
public offering of $15.1 billion aggregate principal amount of
senior notes (the notes) that Abbott completed on
November22, 2016, net proceeds from a $2.0 billion 120-Day
Bridge Term Loan Agreement, dated as of December13, 2016, among
Abbott, the lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent and lender, as well as
with Abbotts cash on hand. The notes were sold to a pricing
agreement, dated as of November17, 2016, by and among Abbott,
Merrill Lynch, Fenner Smith Incorporated, Barclays Capital Inc.
and Morgan Stanley Co. LLC, for themselves and as
representatives of the several other underwriters named
therein.


Item 5.03 Amendment to Articles of
Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Second Merger, the certificate of
formation of Vault Merger Sub, LLC, as in effect immediately
prior to the effective time of the Second Merger and as set
forth on Exhibit3.1 to this Current Report on Form8-K, which is
incorporated herein by reference, became the certificate of
formation of the surviving company in the Second Merger, except
that the surviving companys name was changed to St. Jude
Medical, LLC. In addition, at the effective time of the Second
Merger, the limited liability company agreement of the
surviving company was amended and restated in the form set
forth in Exhibit3.2, which is incorporated herein by reference.

Item9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Description

2.1

Agreement and Plan of Merger, dated as of April27, 2016,
by and among St. Jude Medical,Inc., Abbott Laboratories,
Vault Merger Sub,Inc. and Vault Merger Sub, LLC
(incorporated by reference to Exhibit2.1 to the Current
Report on Form8-K filed by St. Jude Medical,Inc. on
April28, 2016).*

3.1

Certificate of Formation of Vault Merger Sub, LLC.

3.2

Amended and Restated Limited Liability Company Agreement
of St. Jude Medical, LLC, dated as of January4, 2017.

4.1

Sixth Supplemental Indenture, dated as of January4, 2017,
among St. Jude Medical,Inc., St. Jude Medical, LLC and
U.S. Bank National Association, as trustee.

* Schedules and exhibits have been omitted to Item 601(b)(2)of
Regulation S-K. The Registrant hereby undertakes to furnish
supplementally copies of any of the omitted schedules and
exhibits upon request by the Securities and Exchange
Commission.


to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

ST. JUDE MEDICAL, LLC

/s/ Brian B. Yoor

By:

Brian B. Yoor

President and Chief Executive Officer

Dated: January5, 2017


EXHIBITINDEX

Exhibit Number

Description

2.1

Agreement and Plan of Merger, dated as of April27, 2016,
by and among St. Jude Medical,Inc., Abbott Laboratories,
Vault Merger Sub,Inc. and Vault Merger Sub, LLC
(incorporated by reference to Exhibit2.1 to the Current
Report on Form8-K filed by St. Jude Medical,Inc. on
April28, 2016).*

3.1

Certificate of Formation of Vault Merger Sub, LLC.

3.2

Amended and Restated Limited Liability Company Agreement
of St. Jude Medical, LLC, dated as of January4, 2017.

4.1

Sixth Supplemental Indenture, dated as of January4, 2017,
among St. Jude Medical,Inc., St. Jude Medical, LLC and
U.S. Bank National Association, as trustee.

* Schedules and exhibits have been omitted


About St. Jude Medical, LLC (NYSE:STJ)

St. Jude Medical, Inc. is focused on the development, manufacture and distribution of cardiovascular medical devices for the global cardiac rhythm management, cardiovascular and atrial fibrillation therapy areas, and interventional pain therapy and neurostimulation devices for the management of chronic pain and movement disorders. The Company’s product categories include tachycardia implantable cardioverter defibrillator systems; atrial fibrillation products (electrophysiology introducers and catheters, advanced cardiac mapping, navigation and recording systems and ablation systems); bradycardia pacemaker systems; vascular products (vascular closure products, pressure measurement guidewires, optical coherence tomography imaging products, vascular plugs, heart failure monitoring devices and other vascular accessories); structural heart products (heart valve replacement and repair products and structural heart defect devices); neuromodulation products, and Thoratec products.

St. Jude Medical, LLC (NYSE:STJ) Recent Trading Information

St. Jude Medical, LLC (NYSE:STJ) closed its last trading session at 0.0000 with 14,736,217 shares trading hands.

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