Obligation Boston Scientifics Corporation 7.375% ( US101137AL15 ) en USD

Boston Scientifics Corporation

119.018 % ▼

Etats-unis

US101137AL15 ( en USD )

7.375% par an ( paiement semestriel )

14/01/2040

Prospectus brochure de l'obligation Boston Scientific Corp US101137AL15 en USD 7.375%, échéance 14/01/2040

2 000 USD

300 000 000 USD

101137AL1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/07/2025 ( Dans 24 jours )

Boston Scientific Corporation est une société multinationale de technologie médicale qui développe, fabrique et commercialise des dispositifs médicaux utilisés dans une variété de spécialités médicales, notamment la cardiologie, la neurologie, la radiologie interventionnelle et l'urologie.

L'Obligation émise par Boston Scientifics Corporation ( Etats-unis ) , en USD, avec le code ISIN US101137AL15, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2040

L'Obligation émise par Boston Scientifics Corporation ( Etats-unis ) , en USD, avec le code ISIN US101137AL15, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Boston Scientifics Corporation ( Etats-unis ) , en USD, avec le code ISIN US101137AL15, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

e424b2
Page 1 of 83
424B2 1 b78040b2e424b2.htm BOSTON SCIENTIFIC CORPORATION
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 2 of 83
Table of Contents
Calculation of the Registration Fee

Maximum

Amount of

Amount to be
Aggregate

Registration

Title of Each Class of Securities Offered

Registered
Offering Price

Fee(1)
4.500% Senior Notes Due 2015

$850,000,000
$850,000,000

$47,430
6.000% Senior Notes Due 2020

$850,000,000
$850,000,000

$47,430
7.375% Senior Notes Due 2040

$300,000,000
$300,000,000

$16,740

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this
offering is $111,600.
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 3 of 83
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-163621

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 10, 2009)

$2,000,000,000

$850,000,000 4.500% Senior Notes due 2015

$850,000,000 6.000% Senior Notes due 2020

$300,000,000 7.375% Senior Notes due 2040

We are offering $850,000,000 aggregate principal amount of our 4.500% senior notes due January 15, 2015 (the
"2015 notes"), $850,000,000 aggregate principal amount of our 6.000% senior notes due January 15, 2020 (the "2020
notes") and $300,000,000 aggregate principal amount of our 7.375% senior notes due January 15, 2040 (the "2040 notes,"
and, together with the 2015 notes and the 2020 notes, the "notes"). We will pay interest on the notes on January 15 and
July 15 of each year, beginning July 15, 2010. We may redeem the notes of each series in whole or in part at any time at
the applicable redemption prices described in this prospectus supplement.

The notes will be our senior unsecured obligations. The notes will rank equally in right of payment with all of our
existing and future senior unsecured and unsubordinated indebtedness and will rank senior in right of payment to any
existing and future indebtedness that is subordinated to the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of the notes or determined that this prospectus supplement and the accompanying prospectus are accurate or complete.
Any representation to the contrary is a criminal offense.

Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page S-11 of this prospectus supplement and the "Risk Factors" section in our
Annual Report on Form 10-K for the year ended December 31, 2008, the "Risk Factors" section
in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2009 and
September 30, 2009, the Form 8-K filed on December 10, 2009 and in our subsequent filings
with the Securities and Exchange Commission.

Proceeds to

Offering Price Underwriting
Us Before

to Public(1)
Discounts
Expenses

Per 2015 Note

99.694 %
0.750 %
98.944 %
Total
$ 847,399,000 $ 6,375,000 $ 841,024,000
Per 2020 Note

99.031 %
0.875 %
98.156 %
Total
$ 841,763,500 $ 7,437,500 $ 834,326,000
Per 2040 Note

99.879 %
1.000 %
98.879 %
Total
$ 299,637,000 $ 3,000,000 $ 296,637,000

(1) Plus accrued interest, if any, from December 14, 2009.

The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system.
Currently, there is no public market for the notes.

The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository
Trust Company and its direct participants, including Euroclear and Clearstream, on or about December 14, 2009.

Joint Book-Running Managers
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 4 of 83

BofA Merrill Lynch
Deutsche Bank Securities
J.P. Morgan
Barclays Capital
BNP PARIBAS

RBS

Co-Managers

Daiwa Securities America Inc. Mitsubishi UFJ Securities Mizuho Securities USA Inc.
Wells Fargo Securities

BBVA Securities BNY Mellon Capital Markets, LLC RBC Capital Markets Scotia Capital

ING Wholesale Allied Irish Banks, Corporate Banking Standard Chartered Bank

The date of this prospectus supplement is December 10, 2009.
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 5 of 83

TABLE OF CONTENTS

Prospectus Supplement

Page

About This Prospectus Supplement
S-2
Forward-Looking Statements
S-3
Summary
S-8
Risk Factors
S-11
Use of Proceeds
S-14
Ratio of Earnings to Fixed Charges
S-15
Description of the Notes
S-16
Material U.S. Federal Income Tax Consequences
S-23
Underwriting (Conflicts of Interest)
S-26
Legal Matters
S-28
Experts
S-28
Where You Can Find More Information
S-28

Prospectus

Page

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
1
FORWARD-LOOKING STATEMENTS
3
BOSTON SCIENTIFIC CORPORATION
6
RISK FACTORS
8
USE OF PROCEEDS
8
RATIO OF EARNINGS TO FIXED CHARGES
8
DESCRIPTION OF DEBT SECURITIES
9
PLAN OF DISTRIBUTION
17
LEGAL MATTERS
19
EXPERTS
19

You should rely only on the information contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus relating to this offering. We have
not, and the underwriters have not, authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the
accompanying prospectus, any free writing prospectus and the documents incorporated by reference is
accurate only as of the respective dates of such documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.

S-1
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 6 of 83
Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the
specific terms of the notes we currently are offering. The second part is the accompanying prospectus, which
describes more general information, some of which may not apply to this offering of notes. This prospectus
supplement and the accompanying prospectus are part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") using the SEC's shelf registration rules. You should read
both this prospectus supplement and the accompanying prospectus, together with the documents incorporated
by reference and the additional information described under the heading "Where You Can Find More
Information" in this prospectus supplement and the accompanying prospectus.

To the extent there is a conflict between the information contained in this prospectus supplement, on
the one hand, and the information contained in the accompanying prospectus, on the other hand, the
information contained in this prospectus supplement shall control. If any statement in this prospectus
supplement conflicts with any statement in a document that has been incorporated herein by reference, then
you should consider only the statement in the more recent document. You should assume that the information
contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference is accurate only as of their respective dates.

In this prospectus supplement and the accompanying prospectus, unless the context requires
otherwise, the terms "we," "us," "our," "the Company," and "Boston Scientific," refer to Boston Scientific
Corporation and its subsidiaries.

S-2
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 7 of 83
Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus and the documents incorporated herein
and therein by reference include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the
safe harbor provisions for forward-looking statements in these provisions. Forward-looking statements may
be identified by words like "anticipate," "expect," "project," "believe," "plan," "estimate," "intend" and
similar words and include, among other things, statements regarding our financial performance; our growth
strategy; the cost, timing and effectiveness of our 2007 Restructuring and Plant Network Optimization
initiatives; timing of regulatory approvals and plant certifications; our regulatory and quality compliance;
research and development efforts; product development and iterations; new product launches and launches of
our existing products in new geographies; our market position in the marketplace for our products and our
sales and marketing strategy; the effect of new accounting pronouncements; the effect of proposed tax laws;
the outcome of matters before taxing authorities; intellectual property and litigation matters; our ability to
finance our capital needs and expenditures; the ability of our suppliers and sterilizers to meet our
requirements; our ability to meet the financial covenants required by our term loan and revolving credit
facility, or to renegotiate the terms of or obtain waivers for compliance with those covenants; and our strategy
regarding acquisitions, divestitures and strategic investments, as well as integration execution. These forward-
looking statements are based on our beliefs, assumptions and estimates using information available to us at
this time and are not intended to be guarantees of future events or performance. 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. As a result,
investors are cautioned not to place undue reliance on any of our forward-looking statements.

Except as required by law, we do not intend to update any forward-looking statements even if new
information becomes available or other events occur in the future. We have identified significant forward-
looking statements below and elsewhere in this prospectus supplement and the accompanying prospectus
(including the documents incorporated by reference herein and therein), which are based on certain risks and
uncertainties, in order to take advantage of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Factors that could cause actual results to differ materially from those expressed in
forward-looking statements are contained below and elsewhere in this prospectus supplement and the
accompanying prospectus (including the documents incorporated by reference herein and therein).

Cardiac Rhythm Management ("CRM") Products

·
Our estimates for the worldwide CRM market, the increase in the size of the CRM market
above existing levels and our ability to increase CRM net sales;

·
The overall performance of, and referring physician, implanting physician and patient
confidence in, our and our competitors' CRM products and technologies, including our
COGNIS® cardiac resynchronization therapy defibrillator ("CRT-D") and TELIGEN®
implantable cardioverter defibrillator ("ICD") systems and our LATITUDE® Patient
Management System;

·
The results of CRM clinical trials undertaken by us, our competitors or other third parties;

·
Our ability to successfully launch next-generation products and technology features,
including the INGENIOTM pacemaker system;

·
Our ability to grow sales of both new and replacement implant units, and to benefit timely
from the expansion of our CRM sales force;

·
Our ability to retain key members of our CRM sales force and other key personnel;

·
Competitive offerings in the CRM market and the timing of receipt of regulatory approvals to
market existing and anticipated CRM products and technologies;

S-3
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 8 of 83
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 9 of 83
Table of Contents

·
Our ability to successfully and timely implement a direct sales model for our CRM products
in Japan; and

·
Our ability to avoid disruption in the supply of certain components, materials, or products; or
to quickly secure additional or replacement components, materials, or products on a timely
basis.

Coronary Stent Business

·
Volatility in the coronary stent market, our estimates for the worldwide coronary stent
market, the recovery of the coronary stent market, our ability to increase coronary stent net
sales, competitive offerings and the timing of receipt of regulatory approvals, both in the
U.S. and internationally, to market existing and anticipated drug-eluting stent technology and
other stent platforms;

·
Our ability to successfully launch next-generation products and technology features,
including our TAXUS® ElementTM and PROMUS® ElementTM stent systems;

·
The results of coronary stent clinical trials undertaken by us, our competitors or other third
parties;

·
Our ability to maintain or expand our worldwide market positions through reinvestment in
our two drug-eluting stent programs;

·
Our ability to manage the mix of net sales of everolimus-eluting stent systems supplied to us
by Abbott relative to our total drug-eluting stent net sales and to launch on-schedule a next-
generation internally-manufactured everolimus-eluting stent system with gross profit margins
more comparable to our TAXUS® stent system;

·
Our share of the worldwide and U.S. drug-eluting stent markets, the distribution of share
within the coronary stent market in the U.S. and around the world, the average number of
stents used per procedure, average selling prices, and the penetration rate of drug-eluting
stent technology in the U.S. and international markets;

·
The overall performance of, and continued physician confidence in, our and other drug-
eluting stent systems, our ability to adequately address concerns regarding the perceived risk
of late stent thrombosis;

·
Abbott's ability to obtain approval for its XIENCE VTM everolimus-eluting coronary stent
system in Japan and Abbott's payment to us of the associated milestone obligation;

·
Our reliance on Abbott's manufacturing capabilities and supply chain, and our ability to align
our everolimus-eluting stent system supply from Abbott with customer demand;

·
Enhanced requirements to obtain regulatory approval in the U.S. and around the world and
the associated impact on new product launch schedules and the cost of product approval and
compliance; and

·
Our ability to retain key members of our cardiology sales force and other key personnel.

Litigation and Regulatory Compliance

·
Any conditions imposed in resolving, or any inability to resolve, our corporate warning letter
or other FDA matters, as well as risks generally associated with our regulatory compliance
and quality systems in the U.S. and around the world;

·
Our ability to minimize or avoid future FDA warning letters or field actions relating to our
products and the on-going inherent risk of potential physician advisories or field actions
related to medical devices;

S-4
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009

e424b2
Page 10 of 83
http://www.sec.gov/Archives/edgar/data/885725/000095012309070309/b78040b2e424b2.htm
12/15/2009