Medtronic PLC (MDT) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
March 28, 2017.
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 plc's 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 Luxco's 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 plc's 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 Luxco's 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 plc's affiliates' other debt
securities, is the transfer agent for Medtronic plc's ordinary
shares, and from time to time provides services relating to
Medtronic plc's 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
Luxco's 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.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/d290589d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517099886/0001193125-17-099886-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.
(END) Dow Jones Newswires
March 28, 2017 17:00 ET (21:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
Medtronic (NYSE:MDT)
Historical Stock Chart
From Feb 2024 to Mar 2024
Medtronic (NYSE:MDT)
Historical Stock Chart
From Mar 2023 to Mar 2024