Current Report Filing (8-k)
February 27 2020 - 5:11PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 27, 2020
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its
charter)
DELAWARE
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1-11083
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04-2695240
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 Boston Scientific Way, Marlborough, Massachusetts
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01752-1234
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(Address
of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (508) 683-4000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of
each class
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Trading
Symbol
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Name of
each exchange on which registered
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Common Stock, $0.01 par value per share
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BSX
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New York Stock Exchange
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0.625% Senior Notes due 2027
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BSX27
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 1.01 Entry
into a Material Definitive Agreement
On February
27, 2020, Boston Scientific Corporation (the “Company”) entered into a $1.000 billion credit agreement (the “2020
Credit Agreement”) by and among the Company, as Borrower, the several lenders party thereto, Wells Fargo Bank, National
Association, as Syndication Agent, The Bank of Nova Scotia and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners,
and The Bank of Nova Scotia, as Administrative Agent.
The
2020 Credit Agreement provides for a $1.000 billion 364 Day Term Loan (the “2020 Term Loan”), maturing on February
25, 2021. The principal amount of the 2020 Term Loan will bear interest at an annual rate of LIBOR plus a margin of 0.65%. In addition,
the Company will pay customary expenses.
The
2020 Credit Agreement contains covenants which, among other things, require that the Company maintain a maximum leverage ratio
of 3.75x; provided that for the two consecutive fiscal quarters ended immediately following the consummation of a “Qualified
Acquisition” (the acquisition on August 19, 2019 of BTG plc, a public company organized under the laws of England and Wales
and any other transaction for which the consideration exceeds $1.0 billion and for which the Company notifies the Administrative
Agent that such transaction is a Qualified Acquisition under the 2020 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 two fiscal quarter-ends, respectively,
and then to 3.75x for each fiscal quarter-end thereafter. The ratio is calculated based on earnings before interest, taxes, depreciation
and amortization, as adjusted pursuant to the 2020 Credit Agreement. The 2020 Credit Agreement also contains customary events of
default, which may result in the acceleration of any outstanding commitments.
The
Company has customary corporate and commercial banking relationships with the lenders, the Syndication Agent and the Administrative
Agent and their affiliates.
A
copy of the 2020 Credit Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description
of the 2020 Credit Agreement is qualified in its entirety by reference to the full text of the 2020 Credit Agreement.
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
under Item 1.01 is hereby incorporated by reference into this Item 2.03.
ITEM 8.01 Other
Events
The 2020
Term Loan will be used to repay the remaining amounts outstanding under the three-year tranche (“Tranche 2 Loan”) of
the two tranche $2.000 billion Term Loan Credit Agreement entered into on December 19, 2018 (the “2018 Credit Agreement”),
among the Company as borrower, the lenders from time to time party thereto and Barclays Bank PLC as administrative agent and to
pay transaction costs in relation to such repayment and the 2020 Credit Agreement. The principal amount of the Tranche 2 Loan under
the 2018 Credit Agreement bore interest at an annual rate based on LIBOR plus a margin of 1.125% for the duration of the Tranche
2 Loan. For more information regarding the 2018 Credit Agreement, see Items 1.01, 2.03 and 9.01 in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 21, 2018, which includes such agreement
as Exhibit 10.3 and Item 2.03 in the Company’s Form 8-K filed with the SEC on August 19, 2019.
Such descriptions are incorporated in this Item 8.01 by reference. In December 2019, the Company repaid remaining amounts outstanding
under the two-year tranche.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BOSTON SCIENTIFIC CORPORATION
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Date: February 27, 2020
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By:
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/s/ Vance R. Brown
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Vance R. Brown
Vice President and Chief Corporate Counsel
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