Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Agreement
On May 10, 2021, Boston Scientific Corporation (the "Company") entered into a
$2.750 billion revolving credit agreement (the "2021 Revolving Credit
Agreement") by and among the Company, as borrower, the several lenders party
thereto, and Wells Fargo Bank, National Association, as administrative agent.
The Company may borrow from time to time up to $2,750,000,000 in revolving
credit loans under the 2021 Revolving Credit Agreement. The 2021 Revolving
Credit Agreement matures on May 10, 2026, with one-year extension options
subject to certain conditions, including certain lender approvals. Capitalized
terms used but not defined herein shall have the respective meanings set forth
in the 2021 Revolving Credit Agreement.
Loans under the 2021 Revolving Credit Agreement will bear interest at (a) the
Eurocurrency Rate determined for the interest period plus the applicable margin
based on the credit rating of the Company for its long term senior unsecured
debt (its "Credit Rating") for Eurodollar Loans, (b) Alternate Base Rate ("ABR")
plus the applicable margin based on the Credit Rating for ABR Loans, (c) the
Eurocurrency Rate plus the applicable margin based on the Credit Rating for
Multicurrency Loans, and (d) as determined by the lender for Competitive Advance
Facility ("CAF") Advances. In addition, the Company will pay a facility fee
based on the Company's Credit Rating and the total amount of revolving credit
commitments (generally irrespective of usage) under the 2021 Revolving Credit
Agreement.
The 2021 Revolving Credit Agreement contains customary representations,
warranties, and covenants. The 2021 Revolving Credit Agreement also contains
customary events of default, which may result in the acceleration of any
outstanding commitments.
The 2021 Revolving Credit Agreement requires that the Company maintain a Maximum
Leverage Ratio of 4.25x for the fiscal quarter ended June 30, 2021, 4.00x for
the fiscal quarter ended September 30, 2021, and 3.75x thereafter; provided that
for the four consecutive fiscal quarters ended immediately following the
consummation of a Qualified Acquisition (any other transaction for which the
consideration exceeds $1,000,000,000 and for which the Company notifies the
administrative agent that such transaction is a Qualified Acquisition under the
2021 Revolving 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 four fiscal quarter-ends, respectively, and then to
3.75x for each fiscal quarter-end thereafter. The Company is permitted to
exclude from Consolidated EBITDA, among other things, (i) any Non-Cash Charges,
(ii) any Cash Litigation Payments provided that the aggregate amount of such
Cash Litigation Payments since March 31, 2021 shall not exceed $1,000,000,000
plus all Accrued Legal Liabilities as set forth in the financial statements of
the Borrower for the period ended March 31, 2021, and (iii) any cash and
non-cash charges with respect to restructurings, plant closings, staff
reductions, distributor network optimization initiatives, distribution
technology optimization initiatives or other similar charges, provided that the
aggregate amount of all such charges shall not exceed $500,000,000 since March
31, 2021.
A copy of the 2021 Revolving Credit Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference. The foregoing description of the 2021
Revolving Credit Agreement is qualified in its entirety by reference to the full
text of the 2021 Revolving Credit Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the entry into the 2021 Revolving Credit Agreement, on
May 10, 2021, the Company terminated a prior revolving credit agreement, dated
as of December 19, 2018, as amended by that certain First Amendment, dated as of
April 21, 2020, and that certain Second Amendment, dated as of May 28, 2020, by
and among the Company, as borrower, the several lenders party thereto, Bank of
America, N.A., as syndication agent and Wells Fargo Bank, National Association,
as administrative agent (the "2018 Revolving Credit Agreement").
For more information regarding the 2018 Revolving Credit Agreement, see
(i) "Item 1.01. Entry into a Material Definitive Agreement-Revolving Credit
Agreement" in the Company's Form 8-K filed with the Securities and Exchange
Commission on December 21, 2018, which includes a copy of the 2018 Revolving
Credit Agreement as Exhibit 10.1, (ii) "Item 1.01. Entry into a Material
Definitive Agreement-Amendment to Revolving Credit Agreement" in the Company's
Form 8-K filed with the Securities and Exchange Commission on April 21, 2020,
which includes a copy of the First Amendment as Exhibit 10.3, and (iii) "Item
1.01. Entry into a Material Definitive Agreement-Amendment to Revolving Credit
Agreement" in the Company's Form 8-K filed with the Securities and Exchange
Commission on May 29, 2020, which includes a copy of the Second Amendment as
Exhibit 10.2. Such descriptions and exhibits are incorporated in this Item 1.02
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
With respect to the Revolving Credit Agreement, the information set forth above
under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
Exhibit 10.1 Credit Agreement, dated as of May 10, 2021, by and among Boston
Scientific Corporation, the lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses