8-KOther EventsExhibits & Filings

BOSTON SCIENTIFIC CORP 8-K Report, Corporate Update (Mar 17, 2022)

Filed March 17, 2022For Securities:BSX

Summary

Boston Scientific Corporation (BSX) has filed an 8-K report detailing the completion of its cash tender offer for various outstanding senior notes and the subsequent redemption of remaining eligible notes. The company successfully completed the tender offer on March 17, 2022, and has increased the aggregate maximum principal amount to be accepted to $2,852,561,000. This action is part of a larger set of "Transactions" that also include a new senior notes issuance and a redemption of specific notes not purchased in the tender offer. The overall impact of these transactions is expected to be accretive to adjusted earnings per share by approximately $0.02 in 2022. However, on a GAAP basis, the company anticipates a dilutive impact due to pre-tax debt extinguishment charges of approximately $200 million, primarily related to premiums paid in the tender offer, which will be recorded in the first quarter of 2022. Investors should note the distinction between GAAP and non-GAAP financial impacts.

Key Highlights

  • 1Boston Scientific completed a cash tender offer for its outstanding senior notes on March 17, 2022, accepting a significant portion of the offered debt.
  • 2The aggregate maximum principal amount of the tender offer was increased to $2,852,561,000.
  • 3The company will redeem certain notes (2022, 2023, and 2025 notes) on March 31, 2022, to the extent they were not purchased in the tender offer.
  • 4These tender offer and redemption activities, along with a recent debt issuance, are collectively referred to as 'Transactions'.
  • 5The Transactions are expected to be accretive to adjusted earnings per share by approximately $0.02 in 2022.
  • 6A pre-tax GAAP charge of approximately $200 million is anticipated in Q1 2022 due to debt extinguishment costs.
  • 7The report incorporates press releases detailing the early results and pricing of the tender offer.

Frequently Asked Questions

This 8-K filing announces the early results, increased principal amount, and completion of Boston Scientific's cash tender offer for various outstanding senior notes. It also details the redemption of certain notes not purchased in the offer and provides an update on the expected financial impact of these transactions.

On a non-GAAP (adjusted) basis, the company expects these transactions to be accretive to earnings per share by approximately $0.02 in 2022. However, on a GAAP basis, there will be a dilutive impact of approximately $200 million (pre-tax) in the first quarter of 2022 due to debt extinguishment charges, primarily related to tender premiums.

The tender offer involved multiple series of senior notes including the 3.375% Notes due 2022, 4.125% Notes due 2023, 4.700% Notes due 2049, 4.550% Notes due 2039, 4.000% Notes due 2029, 4.000% Notes due 2028, 3.850% Notes due 2025, 3.750% Notes due 2026, 3.450% Notes due 2024, and notes due 2030, 2025 (1.900%), 2035, and 2040. The company also sent a notice to redeem the 2022, 2023, and 2025 Notes on March 31, 2022, to the extent they were not purchased in the tender offer.