Boston Scientific tenders for up to $2.5 billion notes from 13 series

By Rebecca Melvin

Concord, N.H., March 2 – Boston Scientific Corp. said it has begun a cash tender offer for up to $2.5 billion aggregate principal amount of notes from 13 series.

The company is offering to purchase the following notes, listed in order of acceptance priority level and with the reference security and fixed spread used to determine the cash consideration:

• $250 million 3 3/8% senior notes due 2022, with pricing to be calculated using the 1.75% U.S. Treasury due May 15, 2022 and a spread of 25 basis points;

• $243,571,000 4 1/8% senior notes due 2023, with pricing to be calculated using the 1.375% U.S. Treasury due Sept. 30, 2023 and a spread of 25 bps;

• Up to $350 million of $1 billion outstanding 4.7% senior notes due 2049, with pricing to be calculated using the 1.5% U.S. Treasury due Sept. 30, 2024 and a spread of 60 bps;

• Up to $300 million of $750 million outstanding 4.55% senior notes due 2039, with pricing to be calculated using the 2.375% U.S. Treasury due Feb. 15, 2042 and a spread of 90 bps;

• $850 million of 4% senior notes due 2029, with pricing to be calculated using the 1.875% U.S. Treasury due Feb. 15, 2032 and a spread of 90 bps;

• $433,545,000 of 4% senior notes due 2028, with pricing to be calculated using the 1.875% U.S. Treasury due Feb. 28, 2027 and a spread of 70 bps;

• $522,883,000 of 3.85% senior notes due 2025, with pricing to be calculated using the 1.5% U.S. Treasury due Feb. 15, 2025 and a spread of 30 bps;

• $850 million of 3¾% senior notes due 2026, with pricing to be calculated using the 1.875% U.S. Treasury due Feb. 28, 2027 and a spread of 60 bps;

• $850 million of 3.45% senior notes due 2024, with pricing to be calculated using the 1.5% U.S. Treasury due Feb. 29, 2024 and a spread of 45 bps;

• $1.2 billion of 2.65% senior notes due 2030, with pricing to be calculated using the 1.875% U.S. Treasury due Feb. 15, 2032 and a spread of 100 bps;

• $500 million of 1.9% senior notes due 2025, with pricing to be calculated using the 1.5% U.S. Treasury due Feb. 15, 2025 and a spread of 60 bps;

• $350 million of 6¾% senior notes due 2035, with pricing to be calculated using the 1.875% U.S. Treasury due Feb. 15, 2032 and a spread of 185 bps; and

• $300 million of 7 3/8% senior notes due 2040, with pricing to be calculated using the 2.375% U.S. Treasury due Feb. 15, 2042 and a spread of 175 bps.

Holders who tender their notes by 5 p.m. ET on March 15, the early tender date, will be eligible to receive the total consideration. The total consideration will include an early tender payment of $30 per $1,000 principal amount of notes.

Holders tendering after the early tender date will only be eligible to receive the tender offer consideration, or the total consideration less the early tender payment.

The company will also pay accrued interest.

Pricing will be determined at 9 a.m. ET on March 16.

The tender offer will expire at midnight ET at the end of the day on March 29.

Securities tendered at or prior to the early tender date will have priority over securities tendered after the early deadline, regardless of the acceptance priority levels of the securities tendered after the early deadline.

Securities of a series may be subject to proration if the aggregate principal amount of tendered securities of that series would cause the overall tender cap to be exceeded.

Early tenders are expected to settle shortly after March 15 after the financing condition has been met, or the pricing of new debt securities. Final settlement is expected to be March 31.

Tenders may be withdrawn at any time prior to 5 p.m. ET on March 15.

The company intends, but is not obligated, to redeem any 3 3/8% notes due 2022 and 4 1/8% notes 2023, and it may redeem 3.85% notes due 2025 not purchased in the tender offer. Any such redemption of these notes would be made in accordance with the terms of the applicable indenture, including providing the required notice of redemption as early as March 16, the price determination date.

Barclays (212 528-7581 or 800 438-3242), BofA Securities (980 387-3907 or 888 292-0070) and Citigroup Global Markets Inc. (212 723-6101 or 800 558-3745) are acting as the lead dealer managers for the tender offer.

The information agent and tender agent is D.F. King & Co., Inc. (800 848-2998, 212 269-5550 for banks and brokers, bsx@dfking.com).

Boston Scientific is a medical device maker based in Marlborough, Mass.

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