Boston Scientific Reports Material Agreement & Financial Obligation

TL;DR

**Boston Scientific just reported a new material agreement and financial obligation, details pending.**

AI Summary

BOSTON SCIENTIFIC CORPORATION (CIK 0000885725) filed an 8-K on February 27, 2024, reporting an 'Entry into a Material Definitive Agreement' and 'Creation of a Direct Financial Obligation' as of February 22, 2024. The filing indicates significant corporate actions, but the provided text does not disclose specific financial terms, dollar amounts, or the parties involved in these agreements. The company is incorporated in Delaware and operates in Marlborough, MA.

Why It Matters

The entry into a material definitive agreement and creation of a direct financial obligation signal significant strategic or operational changes for Boston Scientific, potentially impacting its financial structure and future performance. Investors will need to monitor for further details on the nature and terms of these commitments.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, financial obligation) without providing specific terms, making the potential impact on the company's financials and operations currently unknown.

Key Players & Entities

• BOSTON SCIENTIFIC CORPORATION (company) — registrant
• Delaware (company) — state of incorporation
• Marlborough, MA (company) — business address city/state

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share BSX New York Stock

Filing Documents

• bsx-20240222.htm (8-K) — 42KB
• exhibit11-underwritingagre.htm (EX-1.1) — 347KB
• exhibit42-formof3375senior.htm (EX-4.2) — 118KB
• exhibit43-formof3500senior.htm (EX-4.3) — 118KB
• exhibit51-opiniondatedfebr.htm (EX-5.1) — 36KB
• exhibit52-opiniondatedfe.htm (EX-5.2) — 28KB
• exhibit991pressreleaseissu.htm (EX-99.1) — 13KB
• exhibit992pressreleaseissu.htm (EX-99.2) — 12KB
• exhibit52-opiniondatedfe001.jpg (GRAPHIC) — 153KB
• exhibit52-opiniondatedfe002.jpg (GRAPHIC) — 140KB
• exhibit52-opiniondatedfe003.jpg (GRAPHIC) — 173KB
• exhibit52-opiniondatedfe004.jpg (GRAPHIC) — 170KB
• exhibit52-opiniondatedfe005.jpg (GRAPHIC) — 187KB
• exhibit52-opiniondatedfe006.jpg (GRAPHIC) — 170KB
• exhibit52-opiniondatedfe007.jpg (GRAPHIC) — 168KB
• exhibit52-opiniondatedfe008.jpg (GRAPHIC) — 180KB
• exhibit52-opiniondatedfe009.jpg (GRAPHIC) — 172KB
• exhibit52-opiniondatedfe010.jpg (GRAPHIC) — 148KB
• exhibit52-opiniondatedfe011.jpg (GRAPHIC) — 69KB
• image_0.jpg (GRAPHIC) — 40KB
• image_02.jpg (GRAPHIC) — 66KB
• image_0a.jpg (GRAPHIC) — 66KB
• 0000885725-24-000025.txt ( ) — 3635KB
• bsx-20240222.xsd (EX-101.SCH) — 3KB
• bsx-20240222_def.xml (EX-101.DEF) — 15KB
• bsx-20240222_lab.xml (EX-101.LAB) — 30KB
• bsx-20240222_pre.xml (EX-101.PRE) — 16KB
• bsx-20240222_htm.xml (XML) — 4KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 22, 2024, Boston Scientific Corporation (the "Company"), as guarantor, and American Medical Systems Europe B.V. ("AMS Europe"), its wholly owned finance subsidiary, as issuer, entered into an Underwriting Agreement, (as supplemented by the Terms Agreement, also dated February 22, 2024, the "Underwriting Agreement"), among the Company, AMS Europe and the several underwriters named in the Underwriting Agreement (the "Underwriters"), in connection with AMS Europe's previously announced pricing of 2,000,000,000 aggregate principal amount of its senior notes. Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase 750,000,000 in aggregate principal amount of 3.375% Senior Notes due 2029 and 1,250,000,000 in aggregate principal amount of 3.500% Senior Notes due 2032 (collectively, the "Notes") under the shelf registration statement on Form S-3 of the Company and AMS Europe (File No. 333-262937). The Notes are fully and unconditionally guaranteed by the Company. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and AMS Europe and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. The Underwriters and their affiliates have performed commercial banking, investment banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company and AMS Europe in the ordinary course of their business. The Notes were issued pursuant to an indenture dated as of March 8, 2022 among AMS Europe, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Indenture"). The Indenture contains covenants that restrict (i) the Company's and AMS Europe's ability, with certain exceptions, to merge or c

03 CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT The information set forth under Item 1.01 is incorporated herein by reference.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS On February 27, 2024, AMS Europe completed the offering of the Notes. The net proceeds from the offering of the Notes, after deducting the underwriting discount and estimated offering expenses payable by us, were approximately 1.980 billion. The Company intends to use the net proceeds from the offering of the Notes, together with borrowings under its commercial paper program and cash on hand, to finance the purchase price of the Axonics Acquisition and to pay related fees and expenses and, to the extent that the net proceeds from the offering of the Notes are not used for such purposes, to fund the repayment at maturity of the Company's 3.450% senior notes due March 2024 and to pay accrued and unpaid interest with respect to such notes, and for general corporate purposes. In connection with the offering of the Notes, the Company is filing legal opinions regarding the validity of the Notes, attached as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K. Additionally, on February 22, 2024 and February 27, 2024, the Company issued press releases pertaining to the events described in this Current Report on Form 8-K, copies of which are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are hereby incorporated by reference herein.

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of February 22, 2024, as supplemented by the Terms Agreement, dated February 22, 2024, among American Medical Systems Europe B.V., Boston Scientific Corporation and the several underwriters named therein. 4.1 Indenture dated as of March 8, 2022, among American Medical Systems Europe B.V., Boston Scientific Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed March 8, 2022 (File No. 001-11083)). 4.2 Form of 3.375% Senior Note due 2029. 4.3 Form of 3.500% Senior Note due 2032. 5.1 Opinion dated February 27, 2024 of Shearman & Sterling LLP. 5.2 Opinion dated February 27, 2024 of Baker McKenzie Amsterdam N.V. 23.1 Consent of Shearman & Sterling LLP (included in Exhibit 5.1). 23.2 Consent of Baker McKenzie Amsterdam N.V. (included in Exhibit 5.2). 99.1 Press Release issued by Boston Scientific Corporation, dated February 22, 2024. 99.2 Press Release issued by Boston Scientific Corporation, dated February 27, 2024. 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: February 27, 2024 BOSTON SCIENTIFIC CORPORATION By: /s/ Susan Thompson Susan Thompson Vice President, Chief Corporate Counsel and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR