Boston Scientific prices, posts early results of capped tender offer

By Sarah Lizee

Olympia, Wash., Nov. 5 – Boston Scientific Corp. announced pricing of its cash tender offer for up to $1 billion aggregate principal amount of notes from four series on Tuesday evening after reporting earlier in the day that about $1.6 billion of notes had been validly tendered by the early deadline.

The results by the early deadline of 5 p.m. ET on Nov. 4 and the total consideration per $1,000 principal amount of notes are as follow:

• $206,429,000 of the $450 million 4.125% senior notes due 2023, priced at $1,065.77 using the 1.5% U.S. Treasury due Sept. 30, 2024 and a spread of 55 basis points;

• $566,455,000 of the $1 billion 4% senior notes due 2028, priced at $1,099.67 using the 1.625% U.S. Treasury due Aug. 15, 2029 and a spread of 75 bps;

• $463,519,000 of the $750 million 3.85% senior notes due 2025, priced at $1,099.67 using the 1.5% U.S. Treasury due Sept. 30, 2024 and a spread of 60 bps; and

• $367,896,000 of the $500 million 3.375% senior notes due 2022, with no pricing announced because not tenders from that series were accepted.

The notes are listed in order of acceptance priority level.

The company said it accepted all of the validly tendered 4.125% and 4% notes, $227,117,000 of the 3.85% notes and none of the 3.375% notes for purchase.

The 3.85% notes have a proration factor of 49.1%.

As previously reported, holders who tendered their notes by the early tender date will be eligible to receive the total consideration. The total consideration will include an early tender payment of $30 per $1,000 principal amount of notes.

Holders tendering after the early tender date will only be eligible to receive the tender offer consideration, or the total consideration less the early tender payment.

The company will also pay accrued interest.

Pricing was determined at 11 a.m. ET on Nov. 5.

The tender offer will expire at midnight ET at the end of the day on Nov. 19, but the company does not expect to accept any further tenders.

Early tenders are expected to settle on Nov. 12.

The offer is not conditioned on any minimum amount being tendered but is subject to a financing condition.

Barclays (212 528-7581 or 800 438-3242), BofA Securities (980 387-3907 or 888 292-0070) and Goldman Sachs (212 902-6351 or 800 828-3182) are acting as the lead dealer managers for the tender offer.

Citigroup Global Markets, Deutsche Bank Securities, J.P. Morgan Securities and Wells Fargo Securities are co-dealer managers.

The information agent and tender agent is D.F. King & Co., Inc. (866 406-2285, 212 269-5550 for banks and brokers, bsx@dfking.com).

Boston Scientific is a medical device maker based in Marlborough, Mass.

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