BOSTON SCIENTIFIC CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 Entry into a Material Definitive Agreement

On February 27, 2020, Boston Scientific Corporation (the "Company") entered into a $1.000 billion credit agreement (the "2020 Credit Agreement") by and among the Company, as Borrower, the several lenders party thereto, Wells Fargo Bank, National Association, as Syndication Agent, The Bank of Nova Scotia and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners, and The Bank of Nova Scotia, as Administrative Agent.

The 2020 Credit Agreement provides for a $1.000 billion 364 Day Term Loan (the "2020 Term Loan"), maturing on February 25, 2021. The principal amount of the 2020 Term Loan will bear interest at an annual rate of LIBOR plus a margin of 0.65%. In addition, the Company will pay customary expenses.

The 2020 Credit Agreement contains covenants which, among other things, require that the Company maintain a maximum leverage ratio of 3.75x; provided that for the two consecutive fiscal quarters ended immediately following the consummation of a "Qualified Acquisition" (the acquisition on August 19, 2019 of BTG plc, a public company organized under the laws of England and Wales and any other transaction for which the consideration exceeds $1.0 billion and for which the Company notifies the Administrative Agent that such transaction is a Qualified Acquisition under the 2020 Credit Agreement), the maximum leverage ratio shall be 4.75x, and shall be decreased to 4.50x, 4.25x, 4.00x, for the next three fiscal quarter-ends after such two fiscal quarter-ends, respectively, and then to 3.75x for each fiscal quarter-end thereafter. The ratio is calculated based on earnings before interest, taxes, depreciation and amortization, as adjusted pursuant to the 2020 Credit Agreement. The 2020 Credit Agreement also contains customary events of default, which may result in the acceleration of any outstanding commitments.

The Company has customary corporate and commercial banking relationships with the lenders, the Syndication Agent and the Administrative Agent and their affiliates.

A copy of the 2020 Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the 2020 Credit Agreement is qualified in its entirety by reference to the full text of the 2020 Credit Agreement.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

ITEM 8.01   Other Events

The 2020 Term Loan will be used to repay the remaining amounts outstanding under the three-year tranche ("Tranche 2 Loan") of the two tranche $2.000 billion Term Loan Credit Agreement entered into on December 19, 2018 (the "2018 Credit Agreement"), among the Company as borrower, the lenders from time to time party thereto and Barclays Bank PLC as administrative agent and to pay transaction costs in relation to such repayment and the 2020 Credit Agreement. The principal amount of the Tranche 2 Loan under the 2018 Credit Agreement bore interest at an annual rate based on LIBOR plus a margin of 1.125% for the duration of the Tranche 2 Loan. For more information regarding the 2018 Credit Agreement, see Items 1.01, 2.03 and 9.01 in the Company's Form 8-K filed with the Securities and Exchange Commission ("SEC") on December 21, 2018, which includes such agreement as Exhibit 10.3 and Item 2.03 in the Company's Form 8-K filed with the SEC on August 19, 2019. Such descriptions are incorporated in this Item 8.01 by reference. In December 2019, the Company repaid remaining amounts outstanding under the two-year tranche.

ITEM 9.01   Financial Statements and Exhibits



(d) Exhibits



Exhibit     Description
  No.
  10.1       Credit Agreement dated as of February 27, 2020, by and among Boston
           Scientific Corporation, the several lenders parties thereto, Wells Fargo
           Bank, National Association, as Syndication Agent, and The Bank of Nova
           Scotia, as Administrative Agent.
 104       Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document

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