Item 8.01 Other Events.

On March 1, 2023, Boston Scientific Corporation (the "Company") entered into a second amendment (the "Amendment") to the Company's $2.750 billion revolving credit agreement (the "Credit Agreement"), dated as of May 10, 2021, by and among the Company, as borrower, the several lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The Amendment provides for, among other things, (i) the replacement of LIBOR with Term SOFR for the Eurocurrency Rate for Dollars, including applicable credit spread adjustments and relevant SOFR benchmark provisions, (ii) an extension of the scheduled maturity date from May 10, 2026 to May 10, 2027 for consenting lenders, and (iii) resetting the applicable date for purposes of determining the amounts of Cash Litigation Payments and restructuring charges and restructuring-related expenses that may be excluded from Consolidated EBITDA for purposes of the Company's Maximum Leverage Ratio covenant, in each case from March 31, 2021 to December 31, 2022. Accordingly, with respect to permitted exclusions from Consolidated EBITDA for purposes of calculating the Maximum Leverage Ratio, the Company may exclude, among other things, (x) any Cash Litigation Payments provided that the aggregate amount of such Cash Litigation Payments since December 31, 2022 (previously 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 December 31, 2022 (previously March 31, 2021), and (y) 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 December 31, 2022 (previously March 31, 2021).

A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amendment and the Credit Agreement.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.             Description
10.1                      Second Amendment, dated as of March 1, 2023, to 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.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses