Current Report Filing (8-k)
May 29 2020 - 4:56PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________________________________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________________________________________________
Date of Report (Date of earliest
event reported): May 29, 2020 (May 28 2020)
BOSTON SCIENTIFIC CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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1-11083
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04-2695240
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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300 Boston Scientific Way, Marlborough, Massachusetts
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01752-1234
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(Address of Principal Executive Offices)
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(Zip Code)
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(508) 683-4000
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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BSX
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New York Stock Exchange
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0.625% Senior Notes due 2027
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BSX27
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New York Stock Exchange
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5.50% Mandatory Convertible Preferred Stock,
Series A,
par value $0.01 per share
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BSX PR A
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
Amendment to the February
Term Loan Credit Agreement
On May 28, 2020, Boston
Scientific Corporation (the “Company”) entered into the Second Amendment (the “Term Loan Amendment”) to
its $1.000 billion 364-day term loan credit agreement dated as of February 27, 2020 (the “February Term Loan Credit Agreement”),
by and among the Company, as borrower, the several lenders party thereto, and The Bank of Nova Scotia, as administrative agent.
Pursuant to the Term Loan
Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly
cash dividends and other limited cash payments on the Company’s recently issued 5.50% Mandatory Convertible Preferred Stock,
Series A (the “Mandatory Convertible Preferred Stock”) and other capital stock issued by the Company, which is (or
becomes) mandatorily convertible into or exchangeable for the Company’s common stock.
A copy of the Term Loan
Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms of
the Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment.
Amendment to Revolving
Credit Agreement
On May 28, 2020, the Company
also entered into the Second Amendment (the “Revolver Amendment”) to its $2.750 billion credit agreement (the “Revolving
Credit Agreement”), dated as of December 19, 2018, by and among the Company, the lenders party thereto and Wells Fargo Bank,
National Association, as administrative agent.
Pursuant to the Revolver
Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly
cash dividends and other limited cash payments on the Company’s Mandatory Convertible Preferred Stock and other capital stock
issued by the Company, which is (or becomes) mandatorily convertible into or exchangeable for the Company’s common stock.
A copy of the Revolver
Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the terms of
the Revolver Amendment is qualified in its entirety by reference to the full text of the Revolver Amendment.
With respect to both the
February Term Loan Credit Agreement (as amended) and the Revolving Credit Agreement (as amended), the Company has customary corporate
and commercial banking relationships with the lenders, the syndication agents, documentation agents and the administrative agents
and their affiliates.
ITEM 9.01. FINANCIAL STATEMENTS
AND EXHIBITS
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Second Amendment, dated as of May 28, 2020, to February Term Loan Credit Agreement, by and among Boston Scientific Corporation, the several lenders parties thereto, and The Bank of Nova Scotia, as administrative agent.
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10.2
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Second Amendment, dated as of May 28, 2020, to Revolving Credit Agreement, by and among Boston Scientific Corporation, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Date:
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May 29, 2020
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BOSTON SCIENTIFIC CORPORATION
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By:
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/s/ Vance R. Brown
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Vance R. Brown
Vice President and Chief Corporate Counsel
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