Boston Scientific Appoints New CFO, Issues $1.5B in Notes

TL;DR

BSX names new CFO Todd Carpenter, issues $1.5B in 2034 notes.

AI Summary

Boston Scientific Corporation (BSX) announced on May 8, 2024, the appointment of Todd J. Carpenter as Senior Vice President and Chief Financial Officer, effective May 13, 2024. Carpenter previously served as Senior Vice President, Corporate Financial Planning and Analysis. The company also reported on the issuance of $1.5 billion aggregate principal amount of its 4.250% Senior Notes due 2034.

Why It Matters

The appointment of a new CFO can signal strategic shifts or continuity in financial management, while the debt issuance impacts the company's capital structure and future financial obligations.

Risk Assessment

Risk Level: medium — Changes in key financial leadership and significant debt issuance introduce potential financial and operational risks.

Key Numbers

• $1.5B — Senior Notes Issued (Represents new debt financing for the company.)
• 2034 — Maturity Date of Notes (Indicates the long-term nature of the debt.)

Key Players & Entities

• Boston Scientific Corporation (company) — Registrant
• Todd J. Carpenter (person) — Appointed Senior Vice President and Chief Financial Officer
• $1.5 billion (dollar_amount) — Aggregate principal amount of Senior Notes issued
• 4.250% Senior Notes due 2034 (financial_instrument) — Debt issuance

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share BSX New York Stock
• $122,950 — es (i) a cash retainer of approximately $122,950 (representing the prorated amount of th
• $125,000 — mount of the Program's cash retainer of $125,000, which can be received in cash or an eq
• $211,474 — an equity award valued at approximately $211,474 (representing the prorated amount of th
• $215,000 — nnual grant of equity having a value of $215,000), which vests at the end of her term. T
• $2.750 billion — ment (the "Amendment") to the Company's $2.750 billion revolving credit agreement (the "Credit
• $500,000,000 — nt of all such charges shall not exceed $500,000,000 since March 31, 2024 (previously Decemb

Filing Documents

• bsx-20240508.htm (8-K) — 38KB
• ex31amendedandrestatedby-l.htm (EX-3.1) — 174KB
• ex32amendedandrestatedby-l.htm (EX-3.2) — 250KB
• ex101-bscthirdamendmentto2.htm (EX-10.1) — 1064KB
• ex991pressrelease-newdirec.htm (EX-99.1) — 8KB
• image_0.jpg (GRAPHIC) — 57KB
• 0000885725-24-000050.txt ( ) — 2036KB
• bsx-20240508.xsd (EX-101.SCH) — 3KB
• bsx-20240508_def.xml (EX-101.DEF) — 16KB
• bsx-20240508_lab.xml (EX-101.LAB) — 28KB
• bsx-20240508_pre.xml (EX-101.PRE) — 16KB
• bsx-20240508_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 9, 2024, the Board amended and restated the Company's By-Laws to provide for certain clerical and administrative changes (the "Amended and Restated By-Laws"). The Amended and Restated By-Laws became effective May 9, 2024. The foregoing summary of the Amended and Restated By-Laws is qualified in its entirety by reference to the complete text of the Amended and Restated By-Laws, including a copy of the Amended and Restated By-Laws marked to show the clerical and administrative changes, which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 8, 2024, the Company issued a press release (the "Press Release") announcing the appointment of Dr. Pegus to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. On May 10, 2024, the Company entered into a third amendment (the "Amendment") to the Company's $2.750 billion revolving credit agreement (the "Credit Agreement"), dated as of May 10, 2021, by and among the Company, as borrower, the several lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The Amendment provides for, among other things, (i) an extension of the scheduled maturity date from May 10, 2027 to May 10, 2029 for consenting lenders, (ii) an amendment of the Ratings based pricing grid of the Applicable Margin and (iii) resetting the applicable date for purposes of determining the amounts of restructuring charges and restructuring-related expenses that may be excluded from Consolidated EBITDA for purposes of the Company's Maximum Leverage Ratio covenant, from December 31, 2022 to March 31, 2024. Accordingly, with respect to permitted exclusions from Consolidated EBITDA for purposes of calculating the Maximum Leverage Ratio, the Company may exclude, among other things, any cash and non-cash charges with respect to restructurings, plant closings, staff reductions, distributor network optimization initiatives, distribution technology optimization initiatives or other similar charges, provided that the aggregate amount of all such charges shall not exceed $500,000,000 since March 31, 2024 (previously December 31, 2022). The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amendment and the Credit Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated By-Laws of Boston Scientific Corporation 3.2 Amended and Restated By-Laws of Boston Scientific Corporation (marked to show amendments) 10.1 Third Amendment, dated as of May 10, 2024, to the Credit Agreement, dated as of May 10, 2021, by and among Boston Scientific Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. 99.1 Press Release issued by Boston Scientific Corporation, dated May 8, 2024 104 Cover Page Interactive Date 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 10, 2024 BOSTON SCIENTIFIC CORPORATION By: /s/ Susan Thompson Susan Thompson Vice President, Chief Corporate Counsel and Assistant Secretary

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