Item 1.01. Entry into a Material Definitive Agreement.

Term Loan Agreement

On May 2, 2022, Medtronic Global Holdings S.C.A. ("Medtronic Luxco"), a wholly owned subsidiary of Medtronic plc ("Medtronic plc"), entered into a Term Loan Agreement (the "Loan Agreement") by and among Medtronic Luxco, Medtronic plc, Medtronic, Inc. ("Medtronic, Inc."), a wholly owned subsidiary of Medtronic plc, and Mizuho Bank, Ltd., as administrative agent and as lender.

The Loan Agreement provides for an unsecured term loan in an aggregate principal amount of up to JPY 300,000,000,000, with a term of 364 days. Borrowings under the Loan Agreement will bear interest at the TIBOR Rate (as defined in the Loan Agreement) plus a margin of 0.40% per annum. Medtronic plc and Medtronic, Inc. have guaranteed the obligations of Medtronic Luxco under the Loan Agreement. The term loan is available in up to three draws within 45 days of the closing date. As of the closing date, the term loan was undrawn.

In accordance with the terms of the Loan Agreement, the proceeds of the loan may be used to finance any lawful general corporate purpose, including the repayment of indebtedness, and are expected to be used for the redemption of all of the outstanding $1,900 million aggregate principal amount of Medtronic, Inc.'s 3.500% Senior Notes due 2025 and all of the outstanding $368 million aggregate principal amount of Medtronic Luxco's 3.350% Senior Notes due 2027.

The Loan Agreement contains customary representations, warranties, conditions precedent, events of default and affirmative and negative covenants, consistent with those in Medtronic Luxco's existing revolving credit facility. Upon the occurrence and during the continuance of an event of default, the administrative agent or lenders may declare the outstanding borrowings and all other obligations under the Loan Agreement immediately due and payable.

The foregoing description of the terms of the Loan Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by the complete text of the Loan Agreement, a copy of which is filed as Exhibit 10.01 hereto and incorporated herein by reference.

In the ordinary course of its financial services business, the lender and its affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, hedging, foreign exchange, advisory or other financial services to Medtronic plc and its affiliates for which they have in the past received, and/or may in the future receive, customary compensation and expense reimbursement.

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 above under Item 1.01 is incorporated by reference into this Item 2.03.

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Item 7.01. Regulation FD Disclosure.

On May 2, 2022 Medtronic plc expects to deliver a notice of redemption of all of the outstanding $1,900 million aggregate principal amount of Medtronic, Inc.'s 3.500% Senior Notes due 2025 and all of the outstanding $368 million aggregate principal amount of Medtronic Luxco's 3.350% Senior Notes due 2027 (collectively, the "Redemption Notes") in each case at the make-whole redemption prices specified in, and otherwise in accordance with, the indentures governing such Redemption Notes. The redemption date for Medtronic Luxco's 3.350% Senior Notes due 2027 will be May 17, 2022 and the redemption date for Medtronic, Inc.'s 3.500% Senior Notes due 2025 will be June 1, 2022. This Current Report on Form 8-K does not constitute a notice of redemption with respect to Medtronic Luxco's 3.350% Senior Notes due 2027 or Medtronic, Inc.'s 3.500% Senior Notes due 2025.

Medtronic plc expects these transactions to be beneficial to fiscal year 2023 interest expense, offset by increased U.S. tax expense from these transactions and a generally higher global interest rate environment. Medtronic plc will provide financial guidance for fiscal year 2023 on its upcoming fiscal year 2022 fourth quarter earnings call.



Item 9.01. Exhibits.


(d) List of Exhibits

Exhibit Number                                 Description

10.01                   Term Loan Agreement, dated as of May 2, 2022, by and among
                      Medtronic Global Holdings S.C.A., Medtronic, Inc., Medtronic
                      plc, and Mizuho Bank, Ltd., as administrative agent and as
                      lender.

104                   Cover Page Interactive Data File (embedded with the Inline
                      XBRL document).

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