Obligation Boston Scientifics Corporation 4.125% ( US101137AN70 ) en USD

Boston Scientifics Corporation

100 % ▼

Etats-unis

US101137AN70 ( en USD )

4.125% par an ( paiement semestriel )

30/09/2023 - Obligation échue

Prospectus brochure de l'obligation Boston Scientific Corp US101137AN70 en USD 4.125%, échue

2 000 USD

243 571 000 USD

101137AN7

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

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 US101137AN70, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2023

L'Obligation émise par Boston Scientifics Corporation ( Etats-unis ) , en USD, avec le code ISIN US101137AN70, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boston Scientifics Corporation ( Etats-unis ) , en USD, avec le code ISIN US101137AN70, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188918
Calculation of the Registration Fee

Maximum
Title of Each Class of
Amount to be
Aggregate
Amount of
Securities Offered

Registered

Offering Price
Registration Fee(1)

2.650% Senior Notes Due 2018

$600,000,000
$600,000,000
$81,840

4.125% Senior Notes Due 2023

$450,000,000
$450,000,000
$61,380

(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
$143,220.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated May 29, 2013)
$1,050,000,000
$600,000,000 2.650% Senior Notes due 2018
$450,000,000 4.125% Senior Notes due 2023
We are offering $600,000,000 aggregate principal amount of our 2.650% senior notes due 2018 (the "2018 notes") and $450,000,000 aggregate principal amount
of our 4.125% senior notes due 2023 (the "2023 notes," and, together with the 2018 notes, the "notes"). We will pay interest on the notes on April 1 and October 1 of
each year, beginning April 1, 2014. We may redeem the notes of each series in whole at any time or in part from time to time at the applicable redemption prices
described in "Description of the Notes--Optional Redemption."
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 of our 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 our securities involves risks. See "Information Concerning Forward Looking Statements" on page S-v and the
risks described in "Risk Factors" beginning on page S-5 of this prospectus supplement and the "Risk Factors" section of our
periodic reports that we file with the Securities and Exchange Commission before investing in any of our securities.

Proceeds to
Offering
Underwriting
Us Before

Price to Public(1)

Discounts

Expenses(1)

Per 2018 note

99.954%

0.600%

99.354%

Total
$599,724,000 $3,600,000
$596,124,000

Per 2023 note

99.936%

0.650%

99.286%

Total
$449,712,000 $2,925,000
$446,787,000

(1)
Plus accrued interest, if any, from August 13, 2013.
Currently, there is no public market for the notes. The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system.
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 August 13, 2013.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

J.P. Morgan
BNP PARIBAS

Citigroup

Deutsche Bank Securities
RBC Capital Markets

RBS

UBS Investment Bank
Co-Managers
SMBC Nikko

Banca IMI

DNB Markets

HSBC

Scotiabank
Standard Chartered Bank

US Bancorp

Wells Fargo Securities
The date of this prospectus supplement is August 8, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

WHERE YOU CAN FIND MORE INFORMATION
S-iii

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
S-v

SUMMARY
S-1

RISK FACTORS
S-5

USE OF PROCEEDS
S-7

RATIO OF EARNINGS TO FIXED CHARGES
S-8

DESCRIPTION OF THE NOTES
S-9

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-17

UNDERWRITING
S-21

LEGAL MATTERS
S-24

EXPERTS
S-24
Prospectus

Page

ABOUT THIS PROSPECTUS

1

WHERE YOU CAN FIND MORE INFORMATION

1

FORWARD-LOOKING STATEMENTS

3

RISK FACTORS

7

BOSTON SCIENTIFIC CORPORATION

8

USE OF PROCEEDS

9

RATIO OF EARNINGS TO FIXED CHARGES

10

DESCRIPTION OF DEBT SECURITIES

11

PLAN OF DISTRIBUTION

22

LEGAL MATTERS

23

EXPERTS

23
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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 are offering and other matters
relating to us. The second part is the accompanying prospectus, which provides more general information about the securities we may offer from time to time, 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 before making an investment decision.
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.
We have not authorized any person to provide you with any information or to make any representation other than as contained in this prospectus supplement or in
the accompanying prospectus and the information incorporated by reference herein and therein. We do not take any responsibility for, and can provide no assurance as
to the reliability of, any information that others may provide you. The information appearing or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate only as of the date of this prospectus supplement or the date of the document in which incorporated information appears unless
otherwise noted in such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus to "Boston Scientific," the "Company," "we," "us," and "our"
refer to Boston Scientific Corporation and our consolidated subsidiaries.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. We
are not making an offer of the notes in any jurisdiction where the offer is not permitted. Persons who come into possession of this prospectus supplement and the
accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, we file
annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available on the SEC's website at http://www.sec.gov.
These reports, proxy statements and other information also can be read and copied at the public reference room of the SEC at 100 F Street, N.E., Washington,
D.C. 20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find information about us
by visiting our website at www.bostonscientific.com. We have included our website address as an inactive textual reference only. Information on, or accessible through,
our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus.
Incorporation by Reference
We are "incorporating by reference" specific documents that we file with the SEC, which means that we can disclose important information to you by referring you
to those documents that are considered part of this prospectus supplement and the accompanying prospectus. Information that we file subsequently with the SEC will
automatically update and supersede this information. We incorporate by reference the documents listed below, and any documents that we file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus supplement until the termination of the offering of all of the securities registered
pursuant to the registration statement of which the accompanying prospectus is a part (excluding any portions of such documents that have been "furnished" but not
"filed" for purposes of the Exchange Act):
·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on February 22, 2013, as amended by Amendment No. 1 on
Form 10-K/A, filed on February 26, 2013, which we collectively refer to as our 2012 Form 10-K;
·
portions of our Proxy Statement on Schedule 14A filed on March 26, 2013, that are incorporated by reference into Part III of our 2012 Form 10-K;
·
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 7, 2013, as amended by Amendment No. 1 on Form 10-Q/A,
filed on May 7, 2013, which we collectively refer to as our Q1 2013 Form 10-Q, and our Quarterly Report on Form 10-Q for the quarter ended June 30,
2013, filed on August 7, 2013, which we refer to as our Q2 2013 Form 10-Q; and
·
our Current Reports on Form 8-K filed with the SEC on January 29, 2013, March 6, 2013, April 25, 2013, May 9, 2013, May 29, 2013, June 28, 2013
and July 1, 2013.
You may also request a copy of these filings (other than certain exhibits), at no cost, by writing or telephoning our investor relations department at the following
address:
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537
Attention: Investor Relations
Telephone: (508) 650-8555
email: [email protected]
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein, in any other subsequently filed
document that also is or is deemed to be incorporated by
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reference herein and in the any accompanying prospectus supplement, modifies or supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified and superseded, to constitute a part of this prospectus supplement.
Any statement made in this prospectus supplement and the accompanying prospectus concerning the contents of any contract, agreement or other document is only a
summary of the actual contract, agreement or other document. If we have filed or incorporated by reference any contract, agreement or other document as an exhibit to
the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract,
agreement or other document is qualified by reference to the actual document.
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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein contain or incorporate by reference
statements that may constitute "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 Exchange Act. Forward-looking statements may be identified by words like "anticipate," "expect," "project," "believe," "plan," "may," "estimate,"
"intend" and similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are
not intended to be guarantees of future events or performance. These forward-looking statements include, among other things, statements regarding our financial
performance; our business and results of operations; our business strategy and related financial returns; our growth initiatives, including our emerging markets strategy
and investments; acquisitions and related payments, and the integration and impact of acquired businesses and technologies; finalizing the separation of our
Neurovascular business; the timing and impact of our restructuring and plant network optimization initiatives, including expected costs and cost savings; our intention
not to pay dividends; our cash flow and use thereof; our outstanding accounts receivable in Europe; our estimates for the U.S. and worldwide Cardiac Rhythm
Management, or CRM, markets; our estimates for the worldwide coronary stent market; changes in the market and our market share for our other businesses; procedural
volumes and pricing pressures; competitive pressures facing our businesses; our royalty and other expenses; clinical trials, including timing and results; our product
portfolio; product development and iterations; new and existing product launches, including their timing and acceptance, and their impact on the market, our market
share and our business; competitive product launches; product performance and our ability to gain a competitive advantage; the strength of our technologies and
pipeline; regulatory approvals, including their timing; our regulatory and quality compliance; expected research and development efforts and the allocation of research
and development expenditures; our sales and marketing strategy; reimbursement practices; the ability of our suppliers and sterilizers to meet our requirements; our
ability to meet customer demand; goodwill and other intangible asset impairment analysis and charges; the effect of new accounting pronouncements on our financial
results; the impact of healthcare reform legislation, including compliance with the Affordable Care Act; the effect of new and proposed tax laws, including the medical
device excise tax; the outcome and timing of transfer pricing and transactional-related matters pending before taxing authorities; our tax position and income tax
reserves, and our ability to realize all our deferred tax assets; the outcome and impact of intellectual property, qui tam actions, governmental investigations and
proceedings and litigation matters; adequacy of our reserves; the drivers and impact of our investment ratings; anticipated expenses and capital expenditures and our
ability to finance them; and our ability to meet the financial covenants contained in our credit facilities, or to renegotiate the terms of or obtain waivers for compliance
with those covenants. 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.
The forward-looking statements below and elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein or therein are based on certain risks and uncertainties, including the risk factors described in Part I, Item 1A. under the heading "Risk Factors" in our 2012
Form 10-K and Part II, Item 1A. under the heading "Risk Factors" in our Q1 2013 Form 10-Q and our Q2 2013 Form 10-Q and in connection with forward-looking
statements throughout our 2012 Form 10-K, our Q1 2013 Form 10-Q and our Q2 2013 Form 10-Q, as well as in any other document we may file with the SEC that is
incorporated by reference herein, and the specific risk factors discussed below which could cause actual results to vary materially from the expectations and
projections expressed or implied by our forward-looking statements. These factors, in
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some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results to differ materially from those
contemplated by the forward-looking statements. These additional factors include, among other things, future political, economic, competitive, reimbursement and
regulatory conditions; new product introductions; demographic trends; intellectual property; litigation and governmental investigations; financial market conditions; and
future business decisions made by us and our competitors, all of which are difficult or impossible to predict accurately and many of which are beyond our control. We
caution investors to consider carefully these factors.
The following are some of the important risk factors that could cause our actual results to differ materially from our expectations in any forward-looking
statements. For further discussion of these and other risk factors, see Part I, Item 1A. under the heading "Risk Factors" in our 2012 Form 10-K, Part II, Item 1A. under
the heading "Risk Factors" in our Q1 2013 Form 10-Q, Part II, Item 1A. under the heading "Risk Factors" in our Q2 2013 Form 10-Q and under the heading "Risk
Factors" herein and in any other document we may file with the SEC that is incorporated by reference herein.
Our Businesses
·
Our ability to increase CRM net sales, including for both new and replacement units, expand the market and capture market share;
·
The volatility of the coronary stent market and our ability to increase our drug-eluting stent systems net sales, including with respect to our
SYNERGYTM, PROMUS® ElementTM and Promus PREMIERTM stent systems, and capture market share;
·
The on-going impact on our business, including CRM and coronary stent businesses, of physician alignment to hospitals, governmental investigations and
audits of hospitals, and other market and economic conditions on the overall number of procedures performed, including with respect to the drug-eluting
coronary stent market the average number of stents used per procedure, and average selling prices;
·
Competitive offerings and related declines in average selling prices for our products, particularly our drug-eluting coronary stent systems and our CRM
products;
·
The performance of, and physician and patient confidence in, our products and technologies, including our coronary drug-eluting stent systems and CRM
products, or those of our competitors;
·
The impact and outcome of ongoing and future clinical trials, including coronary stent, and CRM clinical trials, and market studies undertaken by us, our
competitors or other third parties, or perceived product performance of our competitors' products;
·
Variations in clinical results, reliability or product performance of our or our competitor's products;
·
Our ability to timely and successfully acquire or develop, launch and supply new or next-generation products and technologies worldwide and across
our businesses in line with our commercialization strategies, including our S-ICD® system;
·
The effect of consolidation and competition in the markets in which we do business, or plan to do business;
·
Disruption in the manufacture or supply of certain components, materials or products, or the failure to timely secure alternative manufacturing or
additional or replacement components, materials or products;
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·
Our ability to retain and attract key personnel, including in our cardiology and CRM sales force and other key cardiology and CRM personnel;
·
The impact of enhanced requirements to obtain regulatory approval in the United States and around the world, including the associated timing and cost of
product approval; and
·
The impact of increased pressure on the availability and rate of third-party reimbursement for our products and procedures in the United States and
around the world, including with respect to the timing and costs of creating and expanding markets for new products and technologies.
Regulatory Compliance and Litigation
·
The impact of healthcare policy changes and legislative or regulatory efforts in the United States and around the world to modify product approval or
reimbursement processes, including a trend toward demonstrating clinical outcomes, comparative effectiveness and cost efficiency, as well as the impact
of other healthcare reform legislation;
·
Risks associated with our regulatory compliance and quality systems and activities in the United States and around the world, including meeting
regulatory standards applicable to manufacturing and quality processes;
·
Our ability to minimize or avoid future field actions or FDA warning letters relating to our products and processes and the on-going inherent risk of
potential physician advisories related to medical devices;
·
The impact of increased scrutiny of and heightened global regulatory enforcement facing global businesses, including in the medical device industry,
arising from political and regulatory changes, economic pressures or otherwise, including U.S. Anti-Kickback Statute, U.S. False Claims Act (FCA) and
similar laws in other jurisdictions; U.S. Foreign Corrupt Practices Act (FCPA) and similar laws in other jurisdictions; and U.S. and foreign export
control, trade embargo and customs laws;
·
The effect of our litigation and risk management practices, including self-insurance, and compliance activities on our loss contingencies, legal provision
and cash flows;
·
The impact of, diversion of management attention as a result of, and costs to cooperate with, litigate and/or resolve, governmental investigations and our
class action, product liability, contract and other legal proceedings; and
·
Risks associated with a failure to protect our intellectual property rights and the outcome of patent litigation.
Innovation and Certain Growth Initiatives
·
The timing, size and nature of our strategic growth initiatives and market opportunities, including with respect to our internal research and development
platforms and externally available research and development platforms and technologies, and the ultimate cost and success of those initiatives and
opportunities;
·
Our ability to complete planned clinical trials successfully, obtain regulatory approvals and launch new and next generation products in a timely manner
consistent with cost estimates, including the successful completion of in-process projects from purchased research and development;
·
Our ability to identify and prioritize our internal research and development project portfolio and our external investment portfolio on profitable revenue
growth opportunities as well as to keep
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them in line with the estimated timing and costs of such projects and expected revenue levels for the resulting products and technologies;
·
Our ability to successfully develop, manufacture and market new products and technologies in a timely manner and the ability of our competitors and
other third parties to develop products or technologies that render our products or technologies noncompetitive or obsolete;
·
The impact of our failure to succeed at or our decision to discontinue, write-down or reduce the funding of any of our research and development
projects, including in-process projects from purchased research and development, in our growth adjacencies or otherwise;
·
Dependence on acquisitions, alliances or investments to introduce new products or technologies and to enter new or adjacent growth markets, and our
ability to fund them or to fund contingent payments with respect to those acquisitions, alliances and investments; and
·
The failure to successfully integrate and realize the expected benefits from the strategic acquisitions, alliances and investments we have consummated or
may consummate in the future.
International Markets
·
Our dependency on international net sales to achieve growth, including in emerging markets;
·
The impact of changes in our international structure and leadership;
·
Risks associated with international operations and investments, including political and economic conditions, protection of our intellectual property,
compliance with established and developing U.S. and foreign legal and regulatory requirements, including FCPA and similar laws in other jurisdictions
and U.S. and foreign export control, trade embargo and customs laws, as well as changes in reimbursement practices and policies;
·
Our ability to maintain or expand our worldwide market positions in the various markets in which we compete or seek to compete, including through
investments in product diversification and emerging markets such as Brazil, Russia, India and China;
·
Our ability to execute and realize anticipated benefits from our investments in emerging markets; and
·
The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, expenses and resulting margins.
Liquidity
·
Our ability to generate sufficient cash flow to fund operations, capital expenditures, global expansion initiatives, litigation settlements, share repurchases
and strategic investments and acquisitions as well as maintaining our investment grade ratings and managing our debt levels and covenant compliance;
·
Our ability to access the public and private capital markets when desired and to issue debt or equity securities on terms reasonably acceptable to us;
·
The unfavorable resolution of open tax matters, exposure to additional tax liabilities and the impact of changes in United States and international tax
laws;
·
The impact of examinations and assessments by domestic and international taxing authorities on our tax provision, financial condition or results of
operations;
·
The impact of goodwill and other intangible asset impairment charges, including on our results of operations; and
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