What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to disclose risk factors to potential investors in connection with Boston Scientific Corporation's proposed offering of new notes, which are being offered under a shelf registration statement.

How are the proposed notes positioned relative to other debt?

The notes are structurally subordinated to the liabilities of Boston Scientific's subsidiaries, meaning subsidiary creditors have priority. Additionally, they are effectively junior to any secured indebtedness the company might issue in the future, as secured debt holders have priority in collateral and bankruptcy.

What risks do investors face if Boston Scientific experiences a 'Change of Control'?

In the event of a 'Change of Control Repurchase Event,' Boston Scientific is required to offer to repurchase the notes. However, there is no assurance that the company will have sufficient funds available at that time to make the repurchase, or that it will be able to obtain financing on acceptable terms. This could lead to a default on other credit agreements as well.

Can investors easily sell these notes after purchase?

No, the filing explicitly states that there is no public market for these notes. Therefore, investors may not be able to sell them, and if they can, they may trade at a discount from the initial offering price. Investors should be prepared to hold these notes for an indefinite period.

BSX 8-K SEC Disclosure — Dec 10, 2009

Summary

Boston Scientific Corporation (BSX) filed an 8-K on December 10, 2009, to disclose risk factors associated with a proposed offering of notes. The filing primarily focuses on the potential risks to investors purchasing these new debt securities. A key takeaway is that the notes are structurally subordinated to subsidiary liabilities and effectively junior to any future secured indebtedness, meaning creditors of subsidiaries and holders of secured debt would have priority in claims. Furthermore, the company disclosed its ability to issue additional notes, which could dilute existing noteholders' claims. The notes are also redeemable at the company's option, potentially leading to reinvestment risk for investors. The company cannot guarantee it will have sufficient funds to repurchase notes upon a change of control event, and the notes do not restrict BSX from incurring additional debt or taking other actions that could negatively impact noteholders' ability to receive payments. The absence of a public market for these notes means investors may be unable to sell them easily and could bear the financial risk indefinitely.

Key Highlights

1The proposed notes offering is subject to risks, including structural subordination to subsidiary liabilities and effectiveness juniority to future secured debt.
2Boston Scientific can issue additional notes under the governing indenture, potentially impacting existing noteholders.
3Notes are redeemable at the company's option, posing reinvestment risk for investors.
4The company may not be able to repurchase all notes upon a 'Change of Control Repurchase Event' due to potential insufficient funds or financing issues.
5The notes do not restrict the company from incurring additional debt or engaging in other actions that could negatively affect noteholders.
6There is currently no public market for the notes, meaning investors may face difficulties in selling them and could bear the financial risk indefinitely.
7The company has undertaken significant restructurings in the past and may undertake further ones, which can result in charges and cash outlays.

BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Dec 10, 2009)

Summary

Key Highlights

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