ITEM 8.01 OTHER EVENTS
On March 16, 2022, Boston Scientific Corporation (the "Company") announced the
early results, increase in aggregate maximum principal amount and pricing of its
previously announced cash tender offer (the "Tender Offer") for $2,852,561,000
in combined aggregate principal amount of its outstanding 3.375% Senior Notes
due 2022 (the "2022 Notes"), 4.125% Senior Notes due 2023 (the "2023 Notes"),
4.700% Senior Notes due 2049 (the "2049 Notes"), 4.550% Senior Notes due 2039
(the "2039 Notes"), 4.000% Senior Notes due 2029 (the "2029 Notes"), 4.000%
Senior Notes due 2028 (the "2028 Notes"), 3.850% Senior Notes due 2025 (the
"2025 Notes"), 3.750% Senior Notes due 2026 (the "2026 Notes"), 3.450% Senior
Notes due 2024 (the "2024 Notes"), 2.650% Senior Notes due 2030, 1.900% Senior
Notes due 2025, 6.750% Senior Notes due 2035 and 7.375% Senior Notes due 2040
(collectively, the "Securities"). The Company amended the terms of the Tender
Offer to increase the aggregate maximum principal amount from up to $2.5 billion
to $2,852,561,000 in combined aggregate principal amount of the Securities. The
Tender Offer is being made exclusively pursuant to an offer to purchase dated
March 2, 2022, which sets forth the terms and conditions of the Tender Offer.
On March 16, 2022, the Company also sent a notice under the indenture dated as
of May 29, 2013 between the Company and U.S. Bank Trust Company, National
Association, as trustee (the "Indenture") governing its 2022 Notes, 2023 Notes
and 2025 Notes, that it will redeem the 2022 Notes, the 2023 Notes and the 2025
Notes to the extent such notes are not purchased in the Tender Offer on March
31, 2022 pursuant to the terms of the 2022 Notes, the 2023 Notes and the 2025
Notes and the Indenture (the "Redemption"). The 2022 Notes, 2023 Notes and 2025
Notes will be redeemed at a redemption price calculated in accordance with the
terms of the 2022 Notes, the 2023 Notes and the 2025 Notes, respectively, and
the Indenture, plus accrued and unpaid interest to, but excluding, the date of
the Redemption. This Current Report on Form 8-K is not a notice of redemption of
the 2022 Notes, the 2023 Notes and the 2025 Notes.
On March 17, 2022, the early settlement date of the Tender Offer, the Company
completed the Tender Offer, pursuant to which it accepted $130,541,000 in
aggregate principal amount of the 2022 Notes, $152,261,000 in aggregate
principal amount of the 2023 Notes, $350,000,000 in aggregate principal amount
of the 2049 Notes, $300,000,000 in aggregate principal amount of the 2039 Notes,
$577,975,000 in aggregate principal amount of the 2029 Notes, $89,475,000 in
aggregate principal amount of the 2028 Notes, $311,213,000 in aggregate
principal amount of the 2025 Notes, $595,132,000 in aggregate principal amount
of the 2026 Notes and $345,964,000 in aggregate principal amount of the 2024
Notes.
The Company expects the net impact of the Tender Offer, Redemption and the
previously announced issuance on March 8, 2022 of €3.0 billion aggregate
principal amount of the Company's senior notes (the "Notes Issuance", and
together with the Tender Offer and Redemption, the "Transactions") to be
accretive to adjusted earnings per share by approximately $0.02 per share in
2022. On a GAAP basis, the Transactions are expected to be dilutive, due to
one-time debt extinguishment charges of approximately $200 million on a pre-tax
basis to be recorded in the first quarter of 2022, associated primarily with
payment of premiums in connection with the Tender Offer.
Copies of the Company's press releases announcing the early results of the
Tender Offer and pricing of the Tender Offer are attached to this Current Report
on Form 8-K as Exhibit 99.1 and 99.2, respectively, and are incorporated herein
by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and
the press releases attached hereto as Exhibit 99.1 and 99.2 are for
informational purposes only and do not constitute an offer to purchase the
Securities.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements.
Forward-looking statements may be identified by words like "anticipate,"
"expect," "project," "believe," "plan," "estimate," "intend" and similar words.
These forward-looking statements are based on our beliefs, assumptions and
estimates using information available to us at the time and are not intended to
be guarantees of future events or performance. These forward-looking statements
include, among other things, statements regarding the expected financial impact
of the transactions. If our underlying assumptions turn out to be incorrect, or
if certain risks or uncertainties materialize, actual results could vary
materially from the expectations and projections expressed or implied by our
forward-looking statements. These factors, in some cases, have affected and in
the future (together with other factors) could affect our ability to implement
our business strategy and may cause actual results to differ materially from
those contemplated by the forward-looking statements expressed in this Current
Report on Form 8-K. As a result, readers are cautioned not to place undue
reliance on any of our forward-looking statements.
Risks and uncertainties that may cause such differences include, among other
things: the impact of the ongoing COVID-19 pandemic on our operations and
financial results; future U.S. and global economic, political, competitive,
reimbursement and regulatory conditions, including as a result of the ongoing
conflict between Russia and Ukraine and related sanctions and export
restrictions; manufacturing, distribution and supply chain disruptions and cost
increases; disruptions caused by cybersecurity events; disruptions caused by
extreme weather or other climate change-related events; labor shortages and
increases in labor costs; new product introductions and the market acceptance of
those products; markets for our products; expected pricing environment; expected
procedural volumes; the closing and integration of acquisitions; clinical trial
results; demographic trends; intellectual property rights; litigation; financial
market conditions; the execution and effect of our restructuring program; the
execution and effect of our business strategy, including our cost-savings and
growth initiatives; our ability to achieve environmental, social and governance
goals and commitments; and future business decisions made by us and our
competitors. New risks and uncertainties may arise from time to time and are
difficult to predict, including those that have emerged or have increased in
significance or likelihood as a result of the COVID-19 pandemic. All of these
factors are difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of these and other
important risks and uncertainties that may affect our future operations, see
Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission, which we may update in Part
II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or
will file hereafter. We disclaim any intention or obligation to publicly update
or revise any forward-looking statements to reflect any change in our
expectations or in events, conditions or circumstances on which those
expectations may be based, or that may affect the likelihood that actual results
will differ from those contained in the forward-looking statements. This
cautionary statement is applicable to all forward-looking statements contained
in this Current Report on Form 8-K.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on a GAAP basis,
we disclose certain non-GAAP financial measures, including adjusted net income
and adjusted net income (earnings) per share that excludes certain charges
and/or credits. These non-GAAP financial measures are not in accordance with
generally accepted accounting principles in the United States and should not be
considered in isolation from or as a replacement for the most directly
comparable GAAP financial measures. Further, other companies may calculate these
non-GAAP financial measures differently than we do, which may limit the
usefulness of those measures for comparative purposes. For further information
regarding our non-GAAP measures, see Part II, Item 7 - Management's Discussion
and Analysis of Financial Condition and Results of Operations in our most recent
Annual Report on Form 10-K, which we may update in Quarterly Reports on Form
10-Q we have filed or will file hereafter.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
No.
99.1 Press Release issued by Boston Scientific Corporation, dated March 16,
2022, announcing the early results of the Tender Offer.
99.2 Press Release issued by Boston Scientific Corporation, dated March 16,
2022, announcing the pricing of the Tender Offer.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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