8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+5

Medtronic plc 8-K Report, Material Agreement (Jan 27, 2015)

Filed January 27, 2015For Securities:MDT

Summary

This Form 8-K filing by Medtronic plc on January 26, 2015, formally announces the completion of its acquisition of Covidien plc. This transformative transaction, initially announced in June 2014, has resulted in the creation of a new Irish-domiciled entity, Medtronic plc (New Medtronic), which is now the parent company. The acquisition involved a cash and stock component for Covidien shareholders and a stock exchange for Medtronic shareholders, with both former companies becoming subsidiaries of New Medtronic. The filing also details significant debt-related activities, including supplemental indentures that provide full and unconditional guarantees from New Medtronic and its subsidiary Medtronic Luxco for various Medtronic and Covidien debt obligations. Additionally, Medtronic secured new and amended credit facilities to finance the transaction and related expenses.

Key Highlights

  • 1Medtronic plc has successfully completed its acquisition of Covidien plc, creating a larger, combined entity.
  • 2The transaction has been structured with a new Irish public limited company, Medtronic plc, as the parent entity.
  • 3Shareholders of Covidien received $35.19 in cash and 0.956 shares of New Medtronic ordinary shares per share, while Medtronic shareholders received one New Medtronic ordinary share per share.
  • 4New Medtronic and its subsidiary Medtronic Luxco have issued comprehensive guarantees for existing Medtronic and Covidien debt across multiple indentures.
  • 5Medtronic has secured a new $3.0 billion, three-year term loan and amended its revolving credit facility to $3.5 billion.
  • 6The ordinary shares of the combined company will trade on the NYSE under the ticker symbol "MDT".
  • 7The legacy Medtronic and Covidien common stock will be delisted from the NYSE.

Frequently Asked Questions

This 8-K filing officially announces the closing of Medtronic's acquisition of Covidien, detailing the completion of the transactions, the formation of the new Irish parent company (Medtronic plc), and related financial and corporate restructuring activities.

Covidien shareholders received $35.19 in cash and 0.956 ordinary shares of the new Medtronic plc for each Covidien share they held. Medtronic shareholders received one ordinary share of the new Medtronic plc for each Medtronic share they held.

Medtronic plc and its subsidiary Medtronic Luxco have provided full and unconditional guarantees for existing debt obligations of both former Medtronic and Covidien entities across various indentures. Additionally, Medtronic borrowed $3.0 billion under a new term loan and amended its revolving credit facility to $3.5 billion, primarily to finance the cash portion of the acquisition and associated costs.

Following the completion of the transaction, the legacy Medtronic and Covidien ordinary shares will be suspended from trading on the NYSE prior to the open of trading on January 27, 2015, and will be delisted. The new Medtronic plc ordinary shares will trade on the NYSE under the ticker symbol 'MDT'.