Item 1.01.
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Entry into a Material Definitive Agreement
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On March 28, 2017, Medtronic Global Holdings S.C.A.
(Medtronic Luxco), issued $1,000,000,000 aggregate principal amount of 1.700% Senior Notes due 2019 (the 2019 Notes) and $850,000,000 aggregate principal amount of 3.350% Senior Notes due 2027 (the 2027 Notes, and
together with the 2019 Notes, the Notes), in an underwritten offering pursuant to a registration statement on Form
S-3
(the Registration Statement)
(File No. 333-215895)
filed with the Securities and Exchange Commission (the Commission) on February 6, 2017, and a related prospectus filed with the Commission. The Notes are fully
and unconditionally guaranteed by Medtronic Public Limited Company (Medtronic plc) and Medtronic, Inc. (the Guarantees, and together with the Notes, the Securities). The Securities were sold pursuant to the terms
of an underwriting agreement (the Underwriting Agreement) dated as of March 21, 2017, among Medtronic Luxco, Medtronic plc and Medtronic, Inc. and Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan
Stanley & Co. LLC and the other underwriters party thereto. The Underwriting Agreement was separately filed with the SEC on March 22, 2017, as Exhibit 1.1 to Medtronic plcs Current Report on Form
8-K.
The Securities were issued under an indenture dated as of March 28, 2017 (the Base
Indenture), among Medtronic Luxco, Medtronic, Inc. and Medtronic plc and Wells Fargo Bank, N.A., as trustee (the Trustee), as supplemented by the first supplemental indenture, dated as of March 28, 2017 (the First
Supplemental Indenture, and together with the Base Indenture, the Indenture).
The 2019 Notes will mature on March 28, 2019, and
the 2027 Notes will mature on April 1, 2027. Interest on the 2019 Notes will be paid semi-annually in arrears on each March 28 and September 28, commencing on September 28, 2017. Interest on the 2027 Notes will be paid
semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2017.
At any time prior to March 28, 2019 (the
maturity date of the 2019 Notes), in the case of the 2019 Notes, and January 1, 2027 (three months prior to the maturity date of the 2027 Notes), in the case of the 2027 Notes, Medtronic Luxco will have the right, at its option, to redeem
either series of Notes, in whole or in part, at any time and from time to time, by paying a make-whole premium, plus accrued and unpaid interest to, but not including, the date of redemption. In addition, on or after January 1, 2027
(three months prior to the maturity date of the 2027 Notes), Medtronic Luxco will have the right, at its option, to redeem the 2027 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal
amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but not including, the date of redemption.
The Notes will be general
unsecured senior obligations of Medtronic Luxco and will rank equally in right of payment with all of Medtronic Luxcos other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic
Luxco may incur. The Guarantees will rank equally in right of payment with all of Medtronic plcs and Medtronic, Inc.s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time
to time outstanding that Medtronic plc or Medtronic, Inc. may incur.
Upon the occurrence of an event of default with respect to the Notes, which
includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic Luxcos obligations under the Notes may be accelerated, in which case the entire principal amount of the
Notes would be immediately due and payable.
Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with Wells Fargo
Bank, National Association. In addition, Wells Fargo Bank, National Association is the trustee for certain of Medtronic plcs affiliates other debt securities, is the transfer agent for Medtronic plcs ordinary shares, and from time
to time provides services relating to Medtronic plcs investment management, stock repurchase and foreign currency hedging programs. In addition, certain of the underwriters party to the Underwriting Agreement and their respective affiliates
have in the past performed commercial banking, investment banking and advisory services for Medtronic plc and its affiliates from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time,
engage in transactions with and perform services for Medtronic plc in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. Certain of the underwriters or their respective affiliates have been
or are lenders under one or more of Medtronic, Inc.s and Medtronic Luxcos credit facilities.
The above description of the Base Indenture and
the Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Supplemental Indenture. The executed version of the Base Indenture is filed as Exhibit 4.1 and the Supplemental Indenture is filed as Exhibit 4.2
hereto and incorporated by reference into the Registration Statement. The form of the Base Indenture was previously filed as an exhibit to the Registration Statement.
In connection with the offering of the Notes, Medtronic plc is filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel addressing the validity of
the Notes and the Guarantees and certain related matters. Such opinions are incorporated by reference into the Registration Statement.
(d) List of Exhibits
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Exhibit Number
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Description
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4.1
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Base Indenture, dated as of March 28, 2017, among Medtronic Global Holdings S.C.A., Medtronic, Inc. and Medtronic plc and Wells Fargo Bank, N.A., as trustee.
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4.2
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First Supplemental Indenture, dated as of March 28, 2017, among Medtronic Global Holdings S.C.A., Medtronic, Inc. and Medtronic plc and Wells Fargo Bank, N.A., as trustee (including the forms of the 2019 Notes and 2027
Notes).
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to Medtronic plc, Medtronic Global Holdings S.C.A. and Medtronic, Inc.
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5.2
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Opinion of A&L Goodbody, Irish counsel to Medtronic plc.
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5.3
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Opinion of Allen & Overy,
société en commandite simple (inscrite au barreau de Luxembourg),
Luxembourg counsel to Medtronic Global Holdings S.C.A.
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5.4
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Opinion of Thomas L. Osteraas, Principal Legal Counsel, Corporate & Securities of Medtronic, Inc.
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12.1
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Computation of Ratio of Earnings to Fixed Charges.
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
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23.2
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Consent of A&L Goodbody (included in Exhibit 5.2).
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23.3
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Consent of Allen & Overy LLP (included in Exhibit 5.3).
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23.4
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Consent of Thomas L. Osteraas, Principal Legal Counsel, Corporate & Securities of Medtronic, Inc. (included in Exhibit 5.4).
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