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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 14, 2020

 

BOSTON SCIENTIFIC CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware   1-11083   04-2695240
(State or other jurisdiction of incorporation or
organization)
  (Commission File
Number)
  (I.R.S. Employer Identification
No.)

 

300 Boston Scientific Way, Marlborough, Massachusetts   01752-1234
(Address of Principal Executive Offices)   (Zip Code)

 

508 683-4000

(Registrant's telephone number, including area code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Stock, $0.01 par value per share   BSX   New York Stock Exchange
0.625% Senior Notes due 2027   BSX27   New York Stock Exchange

 

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 8.01    Other Events

 

On May 14, 2020, Boston Scientific Corporation (the “Company”) announced the pricing of a public offering of $1.7 billion aggregate principal amount of its senior notes under the Company’s shelf registration statement. The public offering consists of $500.0 million in aggregate principal amount of 1.900% notes due 2025 and $1.2 billion in aggregate principal amount of 2.650% notes due 2030. The Company expects the offering to close on May 18, 2020, subject to customary closing conditions. The Company intends to use the net proceeds from this offering to (i) refinance $450.0 million of borrowings under its revolving credit facility and a portion of its pre-payable bank debt, including $750.0 million under its $1.0 billion term loan credit facility maturing in February 2021 and $500.0 million under its $1.25 billion term loan credit facility maturing in April 2021 and (ii) pay related fees, expenses and premiums.

 

A copy of the press release is filed with this report as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)  Exhibits

 

Exhibit No.        Description

 

99.1   Press Release issued by Boston Scientific Corporation, dated May 14, 2020.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

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.

 

 

Date: May 14, 2020 BOSTON SCIENTIFIC CORPORATION
     
  By: /s/ Vance R. Brown
    Vance R. Brown
    Vice President and Chief Corporate Counsel

 

 

 

 

Exhibit 99.1

 

 

Boston Scientific Prices $1.7 Billion of Senior Notes

 

MARLBOROUGH, Mass. (May 14, 2020) - Boston Scientific Corporation (NYSE: BSX) announced the pricing of a public offering of $1.7 billion aggregate principal amount of its senior notes under the company’s shelf registration statement. The public offering consists of $500.0 million in aggregate principal amount of 1.900% notes due 2025 and $1.2 billion in aggregate principal amount of 2.650% notes due 2030.

 

Boston Scientific expects to receive the net offering proceeds upon closing on May 18, 2020, subject to customary closing conditions. The company intends to use the net proceeds from this offering to (i) refinance $450.0 million of borrowings under its revolving credit facility and a portion of its pre-payable bank debt, including $750.0 million under its $1.0 billion term loan credit facility maturing in February 2021 and $500.0 million under its $1.25 billion term loan credit facility maturing in April 2021 and (ii) pay related fees, expenses and premiums.

 

Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state or jurisdiction. The offering is being made by means of a prospectus and related preliminary prospectus supplement only, copies of which or information concerning this offering may be obtained by contacting the joint book-running managers: Barclays Capital Inc., toll-free at (888) 603-5847; Citigroup Global Markets Inc., toll-free at (800) 831-9146, J.P. Morgan Securities LLC, toll-free at (212) 834-4533, or Wells Fargo Securities, LLC, toll-free at (800) 645-3751.

 

About Boston Scientific

Boston Scientific transforms lives through innovative medical solutions that improve the health of patients around the world.  As a global medical technology leader for 40 years, we advance science for life by providing a broad range of high performance solutions that address unmet patient needs and reduce the cost of healthcare.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E, of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our proposed offering and intended use of proceeds. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. These factors, in some cases, have affected and in the future (together with other factors) could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed in this press release. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.

 

 

 

Factors that may cause such differences include, among other things: future economic, political, competitive, reimbursement and regulatory conditions; new product introductions; expected pricing environment; demographic trends; intellectual property; litigation; financial market conditions; and future business decisions made by us and our competitors. New risks and uncertainties may arise from time to time and are difficult to predict, including those that have emerged or have increased in significance or likelihood as a result of the COVID-19 pandemic. All of these factors are difficult or impossible to predict accurately and many of them are beyond our control. For a further list and description of these and other important risks and uncertainties that may affect our future operations, see Part I, Item 1A - Risk Factors in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which we may update in Part II, Item 1A - Risk Factors in Quarterly Reports on Form 10-Q we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statements to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this press release.

 
         
CONTACT:        
Media:   Kate Haranis   Investors:   Susie Lisa, CFA
  508-683-6585 (office)     508-683-5565 (office)
  Media Relations     Investor Relations
  Boston Scientific Corporation     Boston Scientific Corporation
  kate.haranis@bsci.com     BSXInvestorRelations@bsci.com

 

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