MARLBOROUGH, Mass.,
May 21, 2020 /PRNewswire/ -- Boston
Scientific Corporation (NYSE: BSX) announced the pricing of
concurrent offerings of 25,550,000 shares of its common stock
("Common Stock") at a price to the public of $34.25 per share and 8,750,000 shares of its
5.50% Mandatory Convertible Preferred Stock, Series A ("Mandatory
Convertible Preferred Stock") at a price to the public and
liquidation preference of $100.00 per
share. The underwriters have separate 30-day options to purchase up
to an additional 3,832,500 shares of Common Stock and up to an
additional 1,312,500 shares of Mandatory Convertible Preferred
Stock. The offerings are expected to close on May 27, 2020, subject to customary closing
conditions.
The net proceeds from the Common Stock offering and
the Mandatory Convertible Preferred Stock offering will
be approximately $847.3 million and
$847.3 million, respectively (or
approximately $974.7 million and
$974.6 million, respectively, if the
underwriters exercise their options in full), in each case after
deducting underwriting discounts and commissions and estimated
offering expenses.
Boston Scientific intends to use a portion of the combined net
proceeds from the offerings of $1,694.6
million (or $1,949.3 million
if the underwriters for both offerings exercise their options in
full) to repay in full the remaining $750.0
million outstanding under its $1.25
billion term loan credit facility maturing on April 20, 2021 and to pay related fees, expenses
and premiums, after which it will be terminated. The remaining
proceeds will be used for general corporate purposes, which may
include refinancing or repayment of other outstanding indebtedness
and funding potential future acquisitions and investments.
Unless earlier converted, each share of Mandatory Convertible
Preferred Stock will automatically convert on June 1, 2023 (subject to postponement for certain
market disruption events, the "mandatory conversion date") into
between 2.3834 and 2.9197 shares of Boston Scientific's
Common Stock, subject to customary anti-dilution adjustments. The
number of shares of Common Stock issuable upon conversion will be
determined based on the average volume-weighted average price
(VWAP) per share of Common Stock over the 20 consecutive trading
day period beginning on, and including, the 21st
scheduled trading day immediately preceding June 1, 2023.
Dividends on the Mandatory Convertible Preferred Stock will
be payable on a cumulative basis when, as and if declared by Boston
Scientific's board of directors, at an annual rate of 5.50% on the
liquidation preference of $100.00 per
share. If declared, these dividends will be paid in cash, in shares
of Common Stock or in a combination of cash and shares of Common
Stock, at Boston Scientific's election, subject to certain
limitations, on March 1, June 1, September 1
and December 1 of each year,
commencing on September 1, 2020 and
continuing to, and including, June 1,
2023. Until Boston Scientific amends or terminates its
existing credit agreements that contain a restriction on its
ability to pay cash dividends on its capital stock, or such
restrictions are no longer effective under the terms of such credit
agreements, Boston Scientific will pay the relevant dividend in
shares of its common stock.
The closing of each offering is not contingent upon the closing
of the other offering.
J.P. Morgan, BofA Securities, Citigroup, Goldman Sachs & Co.
LLC, Wells Fargo Securities, Morgan Stanley, Barclays and RBC
Capital Markets are acting as joint book-running managers for the
offerings.
The offerings are being made pursuant to an effective shelf
registration statement on file with the U.S. Securities and
Exchange Commission (the "SEC"). Each offering will be made by
means of a prospectus and related preliminary prospectus supplement
only. An electronic copy of each preliminary prospectus supplement,
together with the accompanying prospectus, is available on the
SEC's website at www.sec.gov. Alternatively, copies of each
preliminary prospectus supplement and accompanying prospectus
relating to either offering or information concerning this offering
may be obtained by contacting the joint book-running managers: J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New
York 11717, Telephone: (866) 803-9204, Email:
prospectus-eq_fi@jpmchase.com; or BofA Securities, NC1-004-03-43,
200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn:
Prospectus Department, Email: dg.prospectus_requests@bofa.com.
Nothing herein shall constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Boston Scientific
Boston Scientific transforms
lives through innovative medical solutions that improve the health
of patients around the world. As a global medical technology leader
for 40 years, we advance science for life by providing a broad
range of high performance solutions that address unmet patient
needs and reduce the cost of healthcare.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E, of the Securities Exchange
Act of 1934, as amended. Forward-looking statements may be
identified by words like "anticipate," "expect," "project,"
"believe," "plan," "estimate," "intend," "aiming" and similar
words. These forward-looking statements are based on our beliefs,
assumptions and estimates using information available to us at the
time and are not intended to be guarantees of future events or
performance. These forward-looking statements include, among other
things, statements regarding the terms of the offerings and
intended use of proceeds. The offerings are subject to market and
other conditions and there can be no assurance as to whether the
offerings will be completed. If our underlying assumptions turn out
to be incorrect, or if certain risks or uncertainties materialize,
actual results could vary materially from the expectations and
projections expressed or implied by our forward-looking statements.
These factors, in some cases, have affected and in the future
(together with other factors) could affect our ability to implement
our business strategy and may cause actual results to differ
materially from those contemplated by the statements expressed in
this press release. As a result, readers are cautioned not to place
undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, political, competitive, reimbursement and
regulatory conditions; new product introductions; expected pricing
environment; demographic trends; intellectual property; litigation;
financial market conditions; and future business decisions made by
us and our competitors. New risks and uncertainties may arise
from time to time and are difficult to predict, including those
that have emerged or have increased in significance or likelihood
as a result of the COVID-19 pandemic. All of these factors are
difficult or impossible to predict accurately and many of them are
beyond our control. For a further list and description of
these and other important risks and uncertainties that may affect
our future operations, see Part I, Item 1A - Risk
Factors in our most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission, which
we may update in Part II, Item 1A - Risk Factors in
Quarterly Reports on Form 10-Q we have filed or will file
hereafter. We disclaim any intention or obligation to publicly
update or revise any forward-looking statements to reflect any
change in our expectations or in events, conditions, or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this press release.
CONTACT:
|
|
|
|
|
Media:
|
Kelly
Leadem
|
|
Investors:
|
Susie Lisa,
CFA
|
|
508-683-5543
(office)
|
|
|
508-683-5565
(office)
|
|
Media
Relations
|
|
|
Investor
Relations
|
|
Boston Scientific
Corporation
|
|
|
Boston Scientific
Corporation
|
|
media@bsci.com
|
|
|
BSXInvestorRelations@bsci.com
|
View original content to download
multimedia:http://www.prnewswire.com/news-releases/boston-scientific-prices-offerings-of-common-stock-and-mandatory-convertible-preferred-stock-301064123.html
SOURCE Boston Scientific Corporation