Medtronic Inc. (MDT) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
January 26, 2015.
First Supplemental Indenture to the 2005 Medtronic Indenture (as
defined below)
On January 26, 2015, New Medtronic, Medtronic, Medtronic Global
Holdings S.C.A., an entity organized under the laws of Luxembourg
("Medtronic Luxco"), and Wells Fargo Bank, National Association, as
trustee ("Wells Fargo"), entered into a first supplemental
indenture (the "First Supplemental Indenture to the 2005 Medtronic
Indenture"), supplementing the Indenture, dated as of September 15,
2005 (the "2005 Medtronic Base Indenture" and, together with the
First Supplemental Indenture to the 2005 Medtronic Indenture, the
"2005 Medtronic Indenture"). Pursuant to the First Supplemental
Indenture to the 2005 Medtronic Indenture, New Medtronic and
Medtronic Luxco have provided a full and unconditional guarantee of
Medtronic's obligations under its 4.750% Senior Notes due 2015 (the
"2005 Medtronic Indenture Notes"). The First Supplemental Indenture
to the 2005 Medtronic Indenture is filed as Exhibit 4.1 to this
Current Report and is incorporated herein by reference.
Seventh Supplemental Indenture to the 2009 Medtronic Indenture
(as defined below)
On January 26, 2015, New Medtronic, Medtronic, Medtronic Luxco
and Wells Fargo, as trustee, entered into a seventh supplemental
indenture (the "Seventh Supplemental Indenture to the 2009
Medtronic Indenture"), supplementing the Indenture, dated as of
March 12, 2009 (the "2009 Medtronic Base Indenture"), as
supplemented by the first supplemental indenture, dated as of March
12, 2009 (the "First Supplemental Indenture to the 2009 Medtronic
Indenture"), the second supplemental indenture, dated as of March
16, 2010 (the "Second Supplemental Indenture to the 2009 Medtronic
Indenture"), the third supplemental indenture, dated as of March
15, 2011 (the "Third Supplemental Indenture to the 2009 Medtronic
Indenture"), the fourth supplemental indenture, dated as of March
19, 2012 (the "Fourth Supplemental Indenture to the 2009 Medtronic
Indenture"), the fifth supplemental indenture, dated as of March
26, 2013 (the "Fifth Supplemental Indenture to the 2009 Medtronic
Indenture"), and the sixth supplemental indenture, dated as of
February 27, 2014 (the "Sixth Supplemental Indenture to the 2009
Medtronic Indenture"), in each case between Medtronic and Wells
Fargo, as trustee (the Base Indenture, together with the First
Supplemental Indenture to the 2009 Medtronic Indenture, the Second
Supplemental Indenture to the 2009 Medtronic Indenture, the Third
Supplemental Indenture to the 2009 Medtronic Indenture, the Fourth
Supplemental Indenture to the 2009 Medtronic Indenture, the Fifth
Supplemental Indenture to the 2009 Medtronic Indenture and the
Sixth Supplemental Indenture to the 2009 Medtronic Indenture, the
"2009 Medtronic Indenture").
Pursuant to the Seventh Supplemental Indenture to the 2009
Medtronic Indenture, New Medtronic and Medtronic Luxco have
provided a full and unconditional guarantee of Medtronic's
obligations under its 5.60% notes due 2019, 6.50% notes due 2039,
3.000% notes due 2015, 4.450% notes due 2020, 5.550% notes due
2040, 2.625% notes due 2016, 4.125% notes due 2021, 3.125% notes
due 2022, 4.500% notes due 2042, 1.375% notes due 2018, 2.750%
notes due 2023, 4.000% notes due 2043, floating rate notes due
2017, 0.875% notes due 2017, 3.625% notes due 2024 and 4.625% notes
due 2044 (collectively, the "2009 Medtronic Indenture Notes"). The
Seventh Supplemental Indenture to the 2009 Indenture is filed as
Exhibit 4.2 to this Current Report and is incorporated herein by
reference.
Second Supplemental Indenture to 2014 Medtronic Indenture and
Third Supplemental Indenture to 2014 Medtronic Indenture (each as
defined below)
On January 26, 2015, New Medtronic and Wells Fargo, as trustee,
entered into a supplemental indenture (the "Second Supplemental
Indenture to the 2014 Medtronic Indenture") and Medtronic Luxco and
Wells Fargo, as trustee, entered into a supplemental indenture (the
"Third Supplemental Indenture to the 2014 Medtronic Indenture"), in
each case supplementing the Indenture, dated as of December 10,
2014, between Medtronic and Wells Fargo, as trustee (the "2014
Medtronic Base Indenture"), and the first supplemental indenture,
dated as of December 10, 2014, between Medtronic and Wells Fargo,
as trustee (the "First Supplemental Indenture to the 2014 Medtronic
Indenture" and, together with the 2014 Medtronic Base Indenture,
the "2014 Medtronic Indenture").
Pursuant to the Second Supplemental Indenture to the 2014
Medtronic Indenture and the Third Supplemental Indenture to the
2014 Medtronic Indenture, New Medtronic and Medtronic Luxco,
respectively, have each provided a full and unconditional guarantee
of Medtronic's obligations under its floating rate senior notes due
2020, 1.500% senior notes due 2018, 2.500% senior notes due 2020,
3.150% senior notes due 2022, 3.500% senior notes due 2025, 4.375%
senior notes due 2035 and 4.625% senior notes due 2045
(collectively, the "2014 Medtronic Indenture Notes"). The Second
Supplemental Indenture to the 2014 Indenture and the Third
Supplemental Indenture to the 2014 Indenture are filed as Exhibits
4.3 and 4.4, respectively, to this Current Report and are
incorporated herein by reference.
Registration Rights Agreement Joinder
On January 26, 2015, New Medtronic and Medtronic Luxco entered
into a joinder agreement ("Registration Rights Agreement Joinder")
to the Registration Rights Agreement, dated as of December 10, 2014
(the "Registration Rights Agreement"), by and among Medtronic and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche
Bank Securities Inc. and J.P. Morgan Securities LLC, as
representatives (the "Representatives") of the several initial
purchasers of the 2014 Medtronic Indenture Notes. The Registration
Rights Agreement provides holders of the 2014 Medtronic Indenture
Notes with certain rights relating to registration of such notes
under the Securities Act. Under the Registration Rights Agreement
Joinder, New Medtronic and Medtronic Luxco became parties to the
Registration Rights Agreement. The Registration Rights Agreement
Joinder is filed as Exhibit 4.5 to this Current Report and is
incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/d860001d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/64670/000119312515020704/0001193125-15-020704-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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