Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
07 November 2019 - 8:37AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433 under the Securities
Act of 1933
Registration Statement No. 333-223095
Issuer Free Writing Prospectus, dated
November 6, 2019
Boston Scientific Corporation
€900,000,000
Senior Notes Offering
Terms and Conditions – 8-Year
Fixed Rate Notes
Issuer
|
Boston Scientific Corporation
|
Note Type
|
Senior Notes
|
Form of Offering
|
SEC Registered
|
Ratings1
|
Baa2/BBB-/BBB (Stable/Positive/Stable)
|
Principal Amount
|
€900,000,000
|
Trade Date
|
November 6, 2019
|
Settlement Date (T+4*)
|
November 12, 2019
|
Maturity Date
|
December 1, 2027
|
Coupon
|
0.625% per annum
|
Yield to Maturity
|
0.708% per annum
|
Price to Public
|
99.352%
|
Reference to Mid-Swaps Rate
|
-0.042%
|
Spread to Mid-Swaps Rate
|
Plus 75 basis points
|
Benchmark Bund
|
DBR 0.500% due August 15, 2027
|
Spread to Benchmark Bund
|
Plus 117.9 basis points
|
Benchmark Bund Yield/Price
|
-0.471% / €107.70
|
* It is expected that delivery of the notes will
be made to purchasers on or about November 12, 2019, which is the fourth business day following the date of pricing of the notes
(such settlement cycle referred to as T+4), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under
the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date
of pricing or succeeding business day will be required, by virtue of the fact that the notes will settle in T+4, to specify an
alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their
own advisors in this regard.
Interest Payment Dates
|
Annually on December 1, beginning December 1, 2020
|
Par Call Date
|
On or after September 1, 2027 (the date that is three months prior to the maturity date)
|
Make-whole Call
|
Plus 20 basis points
|
Stabilization
|
Stabilization/FCA
|
Day Count Basis
|
ACTUAL/ACTUAL (ICMA)
|
Minimum Denominations
|
€100,000 and integral multiples of €1,000 in excess thereof
|
Common Code / CUSIP / ISIN
|
Common Code: 207019259
CUSIP: 101137 AY3
ISIN: XS2070192591
|
Clearing and Settlement
|
Clearstream Banking S.A. / Euroclear Bank SA/NV
|
Trustee
|
U.S. Bank National Association
|
Paying Agent
|
Elavon Financial Services DAC (UK Branch)
|
Expected Listing
|
Application will be made to list the notes on the New York Stock Exchange
|
Joint Bookrunners
|
Barclays Bank PLC
Merrill Lynch International
Goldman Sachs & Co. LLC
Citigroup Global Markets Limited
Deutsche Bank AG, London Branch
J.P. Morgan Securities plc
Wells Fargo Securities International Limited
|
Co-Managers
|
Academy Securities, Inc.
Allied Irish Banks, p.l.c.
BNP Paribas
DNB Markets, Inc.
MUFG Securities EMEA plc
RBC Europe Limited
Scotiabank Europe plc
Société Générale
Standard Chartered Bank
The Toronto-Dominion Bank
U.S. Bancorp Investments, Inc.
|
Note:
|
1
|
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at
any time.
|
MiFID II professional clients and ECPs only/No PRIIPs
KID: Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the
European Economic Area.
The Issuer has filed a registration statement (including
a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”)
for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement
and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer
and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the
Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement
and accompanying prospectus if you request it by calling Barclays Bank PLC toll-free at (888) 603-5847, Merrill Lynch International
toll-free at (800) 294-1322 or Goldman Sachs & Co. LLC toll-free at (866) 471-2526.
This document is for distribution only to persons who
(i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant
persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and
will be engaged in only with relevant persons.
Any disclaimers or other notices that may appear below
are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated
as a result of this communication being sent via Bloomberg or another email system.
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