Shearman & Sterling advised Boston Scientific Corporation as the issuer on its aggregate $4.3 billion registered offering of senior notes, comprised of five tranches: $850 million 3.450% senior notes due 2024, $850 million 3.750% senior notes due 2026, $850 million 4.000% senior notes due 2029, $750 million 4.550% senior notes due 2039 and $1.0 billion 4.700% senior notes due 2049. Boston Scientific’s intended use of proceeds includes, among other things, financing a portion of its proposed acquisition of BTG plc and funding redemptions of $1.45 billion aggregate principal amount of notes due 2020. Concurrent with closing of the offering, Boston Scientific used a portion of the proceeds of the offering to repay amounts outstanding under its $1 billion term loan facility and issued redemption notices, to redeem in full, each of its 6.000% notes due January 2020 ($850 million aggregate principal amount outstanding) and its 2.850% notes due May 2020 ($600 million aggregate principal amount outstanding).
In the event that Boston Scientific’s proposed acquisition of BTG has not become effective in accordance with its terms on or prior to August 20, 2019 (or as otherwise extended by its terms) or if, prior to becoming effective, the proposed acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms, then Boston Scientific will be required to redeem all outstanding 2024 notes and 2026 notes at a special mandatory redemption price in accordance with the terms of the offering.
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties.