ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 3, 2022, Boston Scientific Corporation (the "Company"), as guarantor,
and American Medical Systems Europe B.V. ("AMS Europe"), its wholly owned
finance subsidiary, as issuer, entered into an Underwriting Agreement, (as
supplemented by the Terms Agreement, also dated March 3, 2022, the "Underwriting
Agreement"), among the Company, AMS Europe and the several underwriters named in
the Underwriting Agreement (the "Underwriters"), in connection with AMS Europe's
previously announced pricing of €3,000,000,000 aggregate principal amount of its
senior notes. Pursuant to the Underwriting Agreement, the Underwriters agreed to
purchase €1,000,000,000 in aggregate principal amount of 0.750% Senior Notes due
2025, €750,000,000 in aggregate principal amount of 1.375% Senior Notes due
2028, €750,000,000 in aggregate principal amount of 1.625% Senior Notes due 2031
and €500,000,000 in aggregate principal amount of 1.875% Senior Notes due 2034
(collectively, the "Notes") under the shelf registration statement on Form S-3
of the Company and AMS Europe (File No. 333-262937). The Notes are fully and
unconditionally guaranteed by the Company. The Underwriting Agreement contains
customary representations, warranties and agreements of the Company and AMS
Europe and customary conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The Underwriters and
their affiliates have performed commercial banking, investment banking and
advisory services for the Company from time to time for which they have received
customary fees and expenses. The Underwriters and their affiliates may, from
time to time, engage in transactions with and perform services for the Company
and AMS Europe in the ordinary course of their business.
The Notes were issued pursuant to an indenture dated as of March 8, 2022 among
AMS Europe, the Company and U.S. Bank Trust Company, National Association, as
trustee (the "Indenture"). The Indenture contains covenants that restrict (i)
the Company's and AMS Europe's ability, with certain exceptions, to merge or
consolidate with another entity or transfer all or substantially all of its
property and assets, and (ii) the Company's and its Subsidiaries (as defined in
the Indenture) ability, with certain exceptions, to 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.
Additional terms of the Notes are set forth in the forms of notes attached
hereto as Exhibit 4.2, 4.3, 4.4 and 4.5.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the
Notes are summaries and are qualified in their entirety by reference to such
documents, which are attached as Exhibits 1.1, 4.1, 4.2, 4.3, 4.4 and 4.5 to
this Current Report on Form 8-K, respectively, and all of which are incorporated
herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT
The information set forth under Item 1.01 is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On March 8, 2022, AMS Europe completed the offering of the Notes. The net
proceeds from the offering of the Notes, after deducting the underwriting
discount and estimated offering expenses payable by us, were approximately
€2.969 billion. The Company intends to use the net proceeds from the offering of
the Notes, together with short-term borrowings and cash on hand, to (i) fund the
previously announced tender offer for up to $2.5 billion in aggregate principal
amount of certain series of the Company's senior notes (the "Tender Offer"),
(ii) fund the redemption of its 3.375% Senior Notes due 2022, 4.125% Senior
Notes due 2023 and 3.850% Senior Notes due 2025 to the extent such notes are not
purchased in the Tender Offer and the Company elects to redeem such notes (the
"Redemption") and (iii) pay accrued and unpaid interest, premiums, fees and
expenses in connection with the Tender Offer and the Redemption. The Company
intends to use any remaining proceeds for repayment of other indebtedness and
general corporate purposes.
In connection with the offering of the Notes, the Company is filing legal
opinions regarding the validity of the Notes, attached as Exhibit 5.1 and
Exhibit 5.2 to this Current Report on Form 8-K.
Additionally, on March 4, 2022 and March 8, 2022, the Company issued press
releases pertaining to the events described in this Current Report on Form 8-K,
copies of which are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are
hereby incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
No.
1.1 Underwriting Agreement, dated as of March 3, 2022, as supplemented by
the Terms Agreement, dated March 3, 2022, among American Medical
Systems Europe B.V., Boston Scientific Corporation and the several
underwriters named therein.
4.1 Indenture dated as of March 8, 2022, among American Medical Systems
Europe B.V., Boston Scientific Corporation and U.S. Bank Trust Company,
National Association, as Trustee.
4.2 Form of 0.750% Senior Note due 2025.
4.3 Form of 1.375% Senior Note due 2028.
4.4 Form of 1.625% Senior Note due 2031.
4.5 Form of 1.875% Senior Note due 2034.
5.1 Opinion dated March 8, 2022 of Shearman & Sterling LLP.
5.2 Opinion dated March 8, 2022 of Baker McKenzie Amsterdam N.V.
23.1 Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
23.2 Consent of Baker McKenzie Amsterdam N.V. (included in Exhibit 5.2).
99.1 Press Release issued by Boston Scientific Corporation, dated March 4,
2022.
99.2 Press Release issued by Boston Scientific Corporation, dated March 8,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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