Obligation Boston Medica 3.45% ( US101137AV96 ) en USD

Société émettrice Boston Medica
Prix sur le marché 100 %  ▲ 
Pays  Etats-unis
Code ISIN  US101137AV96 ( en USD )
Coupon 3.45% par an ( paiement semestriel )
Echéance 29/02/2024 - Obligation échue



Prospectus brochure de l'obligation Boston Scientific US101137AV96 en USD 3.45%, échue


Montant Minimal 2 000 USD
Montant de l'émission 850 000 000 USD
Cusip 101137AV9
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Notation Moody's Baa2 ( Qualité moyenne inférieure )
Description détaillée Boston Scientific est une société multinationale de technologie médicale qui développe, fabrique et commercialise des dispositifs médicaux dans les domaines de la cardiologie, de la neurologie, de la ventilation et de la chirurgie.

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AV96, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2024

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AV96, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AV96, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







424B2 1 a2237791z424b2.htm 424B2
Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223095




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

Registered

Price

Registration Fee(1)

3.450% Senior Notes Due 2024

$850,000,000

$849,490,000

$102,958.19

3.750% Senior Notes Due 2026

$850,000,000

$847,654,000

$102,735.66

4.000% Senior Notes Due 2029

$850,000,000

$847,144,000

$102,673.85

4.550% Senior Notes Due 2039

$750,000,000

$745,800,000

$90,390.96

4.700% Senior Notes Due 2049

$1,000,000,000
$993,140,000

$120,368.57

(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
$519,127.23.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 20, 2018)
$4,300,000,000
$850,000,000 3.450% Senior Notes due 2024
$850,000,000 3.750% Senior Notes due 2026
$850,000,000 4.000% Senior Notes due 2029
$750,000,000 4.550% Senior Notes due 2039
$1,000,000,000 4.700% Senior Notes due 2049
We are offering $850,000,000 aggregate principal amount of our 3.450% senior notes due 2024 (the "2024 notes"), $850,000,000 aggregate principal amount of our 3.750% senior notes
due 2026 (the "2026 notes"), $850,000,000 aggregate principal amount of our 4.000% senior notes due 2029 (the "2029 notes"), $750,000,000 aggregate principal amount of our 4.550% senior
notes due 2039 (the "2039 notes") and $1,000,000,000 aggregate principal amount of our 4.700% senior notes due 2049 (the "2049 notes" and, together with the 2024 notes, the 2026 notes, the
2029 notes, and the 2039 notes, the "notes"). We will pay interest on the notes on March 1 and September 1 of each year, beginning September 1, 2019.
We may redeem the notes of each series in whole at any time or in part from time to time at the redemption prices described under the heading "Description of the Notes--Optional
Redemption" in this prospectus supplement.
On November 20, 2018, our board of directors and the board of directors of our wholly-owned indirect subsidiary, Bravo Bidco Limited, a private limited company organized under the
laws of England and Wales ("Bidco"), and BTG plc, a public company organized under the laws of England and Wales ("BTG"), announced the terms of a recommended cash offer to be made
by Bidco to acquire all of the issued and to be issued ordinary share capital of BTG (the "Proposed BTG Acquisition"). If the Proposed BTG Acquisition has not become effective in accordance
with its terms ("Effective") on or prior to August 20, 2019, or such later date (if any) to which the outside date for the Proposed BTG Acquisition to become Effective has been extended in
accordance with its terms (the "Long Stop Date"), or if, prior to becoming Effective, the Proposed BTG Acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms,
we will be required to redeem all outstanding 2024 notes and 2026 notes at the price specified and as otherwise described under the heading "Description of the Notes--Special Mandatory
Redemption" in this prospectus supplement. The 2029 notes, 2039 notes and the 2049 notes are not subject to this special mandatory 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.
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


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-10 and the risks described under the heading "Risk Factors"
beginning on page S-7 of this prospectus supplement and under the heading "Risk Factors" in 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 Note

Total

Per Note

Total

Per Note

Total
?
?
?
?
?
?
?
?
?
?
?
?
?
2024 Notes

99.940%

$849,490,000
0.600%

$5,100,000

99.340%

$844,390,000
?
?
?
?
?
?
?
?
?
?
?
?
?
2026 Notes

99.724%

$847,654,000
0.625%

$5,312,500

99.099%

$842,341,500
?
?
?
?
?
?
?
?
?
?
?
?
?
2029 Notes

99.664%

$847,144,000
0.650%

$5,525,000

99.014%

$841,619,000
?
?
?
?
?
?
?
?
?
?
?
?
?
2039 Notes

99.440%

$745,800,000
0.875%

$6,562,500

98.565%

$739,237,500
?
?
?
?
?
?
?
?
?
?
?
?
?
2049 Notes

99.314%

$993,140,000
0.875%

$8,750,000

98.439%

$984,390,000
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
(1)
Plus accrued interest, if any, from February 25, 2019.
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 February 25, 2019.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch
Wells Fargo Securities

Citigroup Deutsche Bank Securities Goldman Sachs & Co. LLC J.P. Morgan
Co-Managers
Academy Securities
BNP PARIBAS
DNB Markets
MUFG

RBC Capital Markets Scotiabank SOCIETE GENERALE Standard Chartered Bank

TD Securities
US Bancorp

The date of this prospectus supplement is February 21, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
SUMMARY
S-1
RISK FACTORS
S-7
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
S-10
USE OF PROCEEDS
S-11
DESCRIPTION OF THE NOTES
S-12
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-21
UNDERWRITING (CONFLICTS OF INTEREST)
S-25
LEGAL MATTERS
S-32
EXPERTS
S-32
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


WHERE YOU CAN FIND MORE INFORMATION
S-33
Prospectus


Page

ABOUT THIS PROSPECTUS

3
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

5
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
S-i
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 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, and the underwriters 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 and
the underwriters 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 supplement to "Boston Scientific," the
"Company," "we," "us," and "our" refer to Boston Scientific Corporation and its divisions and 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, and the underwriters 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.
In the United Kingdom, this prospectus supplement is for distribution only to (i) persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial
Promotion Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to
be communicated (all such persons in the United Kingdom together being referred to as "relevant persons"). This prospectus supplement is directed
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons. The notes are not being
offered to the public in the United Kingdom.
S-ii
Table of Contents
SUMMARY
The information below is a summary of the more detailed information included elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should read carefully the following summary together with the more detailed information contained
in this prospectus supplement, including the "Risk Factors" section beginning on page S-7 of this prospectus supplement, the accompanying prospectus
and the information incorporated by reference herein and therein. This summary is not complete and does not contain all of the information you should
consider before purchasing the notes.
Boston Scientific Corporation
Boston Scientific Corporation is a global developer, manufacturer and marketer of medical devices that are used in a broad range of interventional
medical specialties. Our mission is to transform lives through innovative medical solutions that improve the health of patients around the world. As a
medical technology leader for nearly 40 years, we advance science for life by providing a broad range of high performance solutions to address unmet
patient needs and reduce the cost of healthcare.
Our history began in the late 1960s when our co-founder, John Abele, acquired an equity interest in Medi-tech, Inc., a research and development
company focused on developing alternatives to surgery. In 1969, Medi-tech introduced a family of steerable catheters used in some of the world's first
less-invasive procedures. In 1979, John Abele joined with Pete Nicholas to form Boston Scientific Corporation, which indirectly acquired Medi-tech.
This acquisition began a period of active and focused new product development, innovation, market development and organizational growth. Since
then, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals diagnose and treat a wide range of
diseases and medical conditions, and improve patients' quality of life by providing alternatives to surgery and other medical procedures that are typically
traumatic to the body.
Our net sales have increased substantially since our formation. Our growth has been fueled in part by strategic acquisitions designed to improve
our ability to take advantage of growth opportunities in the medical device industry and to build depth of portfolio within our core businesses. These
strategic acquisitions have helped us to add promising new technologies to our pipeline and to offer one of the broadest product portfolios in the world
for use in less-invasive procedures in our core areas of Medical Surgical (MedSurg), Rhythm and Neuro, and Cardiovascular. We believe that the depth
and breadth of our product portfolio has also enabled us to compete more effectively in the current healthcare environment that seeks to improve
outcomes and lower costs. Our strategy of category leadership also enables us to compete in a changing, contracting landscape and position our products
with physicians, managed care, large buying groups, governments and hospitals, while also expanding internationally and managing the complexities of
the global healthcare market.
Our principal executive offices are located at 300 Boston Scientific Way, Marlborough, Massachusetts 01752-1234. Our telephone number is
(508) 683-4000. Our website is located at www.bostonscientific.com. We have included our website address as an inactive textual reference only.
Information contained on, or accessible through, our website is not incorporated in this prospectus supplement, the accompanying prospectus or any
document incorporated by reference herein or therein.
Proposed BTG Acquisition
On November 20, 2018, our board of directors and the board of directors of Bidco and BTG announced the terms of the Proposed BTG Acquisition.
In connection with the Proposed BTG Acquisition, (i) we entered into a co-operation agreement with Bidco and BTG, (ii) certain shareholders and each
BTG director owning shares of BTG delivered deeds of irrevocable undertakings
S-1
Table of Contents
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


to Bidco and (iii) we entered into a bridge credit agreement (the "Bridge Facility"). On January 24, 2019, Bidco made the recommended cash offer on
the terms and subject to the conditions of the scheme document published on the same date. Under the terms of the Proposed BTG Acquisition, BTG
shareholders will receive 840 pence in cash for each BTG share, which values BTG's existing issued and to be issued ordinary share capital at
approximately £3.311 billion (or approximately $4.225 billion based on the exchange rate of U.S. $1.28: £1.00 on December 31, 2018). We intend to
implement the Proposed BTG Acquisition by way of a court-sanctioned scheme of arrangement ("Scheme") under Part 26 of the United Kingdom
Companies Act 2006, as amended. The Proposed BTG Acquisition will be subject to conditions and certain further terms, including (i) the approval of
the Scheme by a majority in number of BTG shareholders also representing not less than 75 percent in value of the BTG shares, in each case, present,
entitled to vote and voting, (ii) the sanction of the Scheme by the High Court of Justice in England and Wales, (iii) the Scheme becoming Effective no
later than August 20, 2019 and (iv) the receipt of regulatory approvals. Subject to the satisfaction or waiver of all relevant conditions, we expect the
Proposed BTG Acquisition to become Effective in the first half of 2019. We intend to use a portion of the net proceeds from this offering, together with
borrowings under our $2 billion term loan facility entered into in December 2018, commercial paper borrowings and cash on hand, to finance the
Proposed BTG Acquisition and to pay related fees and expenses as described under the heading "Use of Proceeds" in this prospectus supplement.
BTG develops and commercializes products used in minimally-invasive procedures targeting cancer and vascular diseases, as well as acute care
pharmaceuticals.
S-2
Table of Contents

The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all of the information
that may be important to you. For a more detailed description of the notes, please refer to the section entitled "Description of the Notes" in this
prospectus supplement and the section entitled "Description of Debt Securities" in the accompanying prospectus.
Issuer
Boston Scientific Corporation

Notes Offered
$4,300,000,000 aggregate principal amount of senior notes, consisting of:

· $850,000,000 aggregate principal amount of 3.450% senior notes due
2024;

· $850,000,000 aggregate principal amount of 3.750% senior notes due
2026;

· $850,000,000 aggregate principal amount of 4.000% senior notes due
2029;

· $750,000,000 aggregate principal amount of 4.550% senior notes due
2039; and

· $1,000,000,000 aggregate principal amount of 4.700% senior notes due
2049.

Maturity Dates:


2024 Notes
March 1, 2024.

2026 Notes
March 1, 2026.

2029 Notes
March 1, 2029.

2039 Notes
March 1, 2039.

https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


2049 Notes
March 1, 2049.

Interest Payment Dates
March 1 and September 1 of each year, commencing September 1, 2019.

Use of Proceeds
We intend to use the net proceeds from this offering to (i) finance a portion
of the Proposed BTG Acquisition, (ii) redeem our 6.000% notes due January
2020, and 2.850% notes due May 2020 (collectively, the "2020 Notes"), of
which $850 million aggregate principal amount and $600 million aggregate
principal amount, respectively, were outstanding as of the date of this
prospectus supplement, (iii) repay amounts outstanding under our
$1.00 billion Term Loan facility maturing August 2019, which bore interest
at an annual rate of LIBOR plus 0.65%, (iv) repay other short term debt and
(v) pay related fees, expenses and premiums. Any such redemption of the
2020 Notes would be made in accordance with the terms of the applicable
indenture, including providing the required notice of redemption.
S-3
Table of Contents
In the event that the Proposed BTG Acquisition has not become Effective on
or prior to the Long Stop Date (as each term is defined above) or if, prior to
becoming Effective, the Proposed BTG Acquisition lapses, is withdrawn or
otherwise terminates in accordance with its terms, then we will be required
to redeem all of the 2024 notes and the 2026 notes. In such case, we intend to
use the net proceeds from the offering for the items set forth in item (ii)
through (v) above and to fund a portion of the special mandatory redemption
price in satisfaction of the special mandatory redemption of the 2024 notes
and the 2026 notes.

See "Use of Proceeds" and "Description of the Notes--Special Mandatory
Redemption" in this prospectus supplement.

Optional Redemption
We may redeem the notes prior to maturity at our option, at any time in
whole or in part from time to time at the redemption prices described under
the heading "Description of the Notes--Optional Redemption" in this
prospectus supplement.

Repurchase at the Option of Holders
Upon the occurrence of a Change of Control Repurchase Event, we will be
Upon Change of Control
required to make an offer to repurchase all of the notes then outstanding at a
Repurchase Event
repurchase price equal to 101% of their principal amount thereof, plus
accrued and unpaid interest (if any) to, but not including, the date of
repurchase, subject to the rights of holders of notes on the relevant record date
to receive interest due on the relevant interest payment date. See "Description
of the Notes--Repurchase at the Option of Holders Upon Change of Control
Repurchase Event" in this prospectus supplement.
S-4
Table of Contents
Special Mandatory Redemption
In the event the Proposed BTG Acquisition has not become Effective on or
prior to the Long Stop Date or if, prior to becoming Effective, the Proposed
BTG Acquisition lapses, is withdrawn or otherwise terminates in accordance
with its terms, then we will be required to redeem all outstanding 2024 notes
and 2026 notes on the special mandatory redemption date (as defined below)
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


at a special mandatory redemption price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest thereon (if any) to, but not
including, the special mandatory redemption date (subject to the right of
holders as of the close of business on a regular record date to receive interest
due on the related interest payment date). The "special mandatory redemption
date" means the earlier to occur of (i) the 30th day (or if such day is not a
business day, the first business day thereafter) following the Long Stop Date
and (ii) the 30th day (or if such day is not a business day, the first business
day thereafter) following the lapse, withdrawal or termination of the Proposed
BTG Acquisition in accordance with its terms. See "Description of the Notes
--Special Mandatory Redemption" in this prospectus supplement.

The 2029 notes, 2039 notes and the 2049 notes are not subject to this special
mandatory redemption.

Ranking
The notes:

· are senior unsecured obligations;

· rank equally in right of payment with all of our other existing and future
senior unsecured and unsubordinated indebtedness;

· are senior to any existing or future subordinated debt;

· are effectively junior to any existing or future secured indebtedness to the
extent of the collateral securing such indebtedness; and

· are effectively junior to any existing and future indebtedness and other
liabilities of our subsidiaries.

At December 31, 2018, we had outstanding approximately $4.8 billion of
unsecured indebtedness with which the notes would rank equally. We expect
to repay a portion of the outstanding indebtedness with the net proceeds of
this offering. See "Use of Proceeds" in this prospectus supplement. In
addition, certain of our subsidiaries had approximately $12.8 million of
outstanding indebtedness at December 31, 2018 that would have been
effectively senior to the notes.
S-5
Table of Contents
Covenants
We will issue the notes under an indenture containing covenants for your
benefit. These covenants will restrict our ability, with certain exceptions, to:

· merge or consolidate with another entity or transfer all or substantially all
of our property and assets; and

· incur liens.

These covenants are subject to important exceptions and qualifications, as
described under the headings "Description of Debt Securities--Merger,
Consolidation, or Sale of Assets" and "Description of the Notes--Limitation
on Liens" elsewhere in this prospectus supplement and in the accompanying
prospectus.

Additional Notes
We may, without notice or consent of the holders of any series of notes,
create and issue further notes ranking equally and ratably in all respects with
the notes of any series, so that such further notes will be consolidated and
form a single series with the corresponding series of notes and will have the
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


same terms as to status, redemption or otherwise as the corresponding series
of notes.

No Listing
We do not intend to list the notes on any securities exchange or automated
dealer quotation system. The notes will be new securities for which there
currently is no public market. See "Risk Factors--Risks Relating to the Notes
--There is no public market for the notes" in this prospectus supplement.

Trustee
U.S. Bank National Association.

Governing Law
The notes will be, and the indenture pursuant to which we will issue the notes
is, governed by the laws of New York State.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-
7 of this prospectus supplement and other information included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should carefully
consider before deciding to invest in the notes.

Conflicts of Interest
Certain affiliates of the underwriters will receive at least 5% of the net
proceeds of this offering in connection with the repayment of our outstanding
amounts under our $1.00 billion Term Loan facility maturing August 2019.
See "Use of Proceeds." Accordingly, this offering is being made in
compliance with the requirements of FINRA Rule 5121. In accordance with
that rule, no "qualified independent underwriter" is required because the
securities will be rated investment grade. Such underwriters will not confirm
sales to discretionary accounts without the prior written approval of the
customer.
S-6
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the risks described below and the other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including the risks
and uncertainties set forth in Part I, Item 1A. under the heading "Risk Factors" in our 2018 Form 10-K as well as any other document we may file with
the SEC that is incorporated by reference herein. The risks and uncertainties described in this prospectus supplement as well as the documents
incorporated by reference herein are not the only ones facing us. Additional risks and uncertainties that we do not currently know about or that we
currently believe are not material may also adversely affect our business. If any of the risks and uncertainties described in this prospectus supplement
or the documents incorporated by reference herein actually occur, our business, financial condition, results of operations and prospects could be
adversely affected in a material way. The occurrence of any of these risks may cause you to lose all or part of your investment in the notes.
This prospectus supplement also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and
elsewhere in this prospectus supplement. See "Information Concerning Forward-Looking Statements" in this prospectus supplement.
Risks Relating to the Notes
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are obligations exclusively of us and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all
claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of
such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be effectively
subordinated to all current and future liabilities of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
The notes will be effectively junior to any secured indebtedness that we may issue in the future.
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


The notes are unsecured. As of December 31, 2018, we had no secured debt outstanding. Holders of our secured debt that we may issue in the
future may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt,
including the notes. Holders of our secured debt also would have priority over unsecured creditors in the event of our bankruptcy, liquidation or similar
proceeding to the extent of the collateral securing such secured debt. As a result, the notes will be effectively junior to any secured debt that we may
issue in the future.
We may issue additional notes.
Under the terms of the indenture that governs each series of the notes we may issue, including the notes offered hereby, we may from time to time
without notice to, or the consent of, the holders of any series of notes, create and issue additional notes of a new or existing series, which notes, if of an
existing series, will be equal in rank to the notes of that series in all material respects so that, subject to certain tax considerations, the new notes may be
consolidated and form a single series with such notes and have the same terms as to the status, voting rights, redemption or otherwise as such notes.
S-7
Table of Contents
Redemption may adversely affect your return on the notes.
The notes are redeemable at our option, and therefore we may choose to redeem the notes at times when prevailing interest rates are relatively low.
As a result, you may not be able to reinvest the proceeds you receive from the redemption in a comparable security at an effective interest rate as high
as the interest rate on your notes being redeemed.
If the Proposed BTG Acquisition does not become Effective for any reason, on or before the Long Stop Date or if, prior to becoming Effective, the
Proposed BTG Acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms, we will be required to redeem all outstanding
2024 notes and 2026 notes and, as a result, you may not obtain your expected return on the 2024 notes and the 2026 notes.
Our ability to complete the Proposed BTG Acquisition is subject to various conditions, certain of which are beyond our control. If the Proposed
BTG Acquisition does not become Effective for any reason, on or before the Long Stop Date or if, prior to becoming Effective, the Proposed BTG
Acquisition lapses, is withdrawn or otherwise terminates in accordance with its terms, we will be required to redeem all outstanding 2024 notes and
2026 notes at a special mandatory redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) to,
but not including, the special mandatory redemption date (subject to the right of holders as of the close of business on a regular record date to receive
interest due on the related interest payment date). See "Description of the Notes--Special Mandatory Redemption" in this prospectus supplement. If we
redeem the 2024 notes and the 2026 notes pursuant to this special mandatory redemption, you may not obtain the return that you expected on your
investment in the 2024 notes and the 2026 notes.
There is no escrow account for, or security interest in, the proceeds of this offering for the benefit of holders of the 2024 notes and the 2026 notes,
and such holders will therefore be subject to the risk that we may be unable to finance the special mandatory redemption if it is triggered.
Whether or not the special mandatory redemption is ultimately triggered, it may adversely affect trading prices for the 2024 notes and the 2026
notes prior to the special mandatory redemption date.
If the Proposed BTG Acquisition becomes Effective on or before the Long Stop Date, the 2024 notes and the 2026 notes will not be subject to this
special mandatory redemption. The 2029 notes, 2039 notes and the 2049 notes are not subject to this special mandatory redemption.
We may not be able to repurchase all of the notes upon a Change of Control Repurchase Event.
As described under the heading "Description of the Notes--Repurchase at the Option of Holders Upon Change of Control Repurchase Event" in
this prospectus supplement, we will be required to offer to repurchase the notes upon the occurrence of a Change of Control Repurchase Event. There
can be no assurance that we will have sufficient funds available at the time of any Change of Control Repurchase Event to be able to consummate a
Change of Control Offer for all notes then outstanding at a purchase price for 101% of their principal amount thereof, plus accrued and unpaid interest
to the Change of Control Payment Date. In addition, a change of control (as described herein under the heading "Description of the Notes--Repurchase
at the Option of Holders Upon Change of Control Repurchase Event") and certain other change of control events would constitute an event of default
under certain of our credit agreements. As a result, we may not be able to make any of the required payments on, or repurchases of, the notes without
obtaining the consent of the lenders under certain of our credit agreements or have the ability to arrange financing on acceptable terms.
S-8
Table of Contents
The notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that could negatively impact holders of the
notes.
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


Neither we nor any of our subsidiaries are restricted under the terms of the notes or the indenture governing the notes from incurring additional
indebtedness. The terms of the indenture limit our ability to merge or consolidate with another entity or transfer all or substantially all of our property
and assets, and create, grant or incur liens. However, these limitations are subject to numerous exceptions. See "Description of the Notes--Limitation on
Liens" and "Description of Debt Securities--Merger, Consolidation, or Sale of Assets" elsewhere in this prospectus supplement and in the
accompanying prospectus. In addition, the notes do not require us to achieve or maintain any minimum financial results relating to our financial position
or results of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt, or take a number of other actions that are not
limited by the terms of the indenture and the notes, including repurchasing indebtedness or capital stock, or paying dividends, could have the effect of
diminishing our ability to make payments on the notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors beyond our control.
There is no public market for the notes.
The notes are new issues of securities for which there currently is no trading market. As a result, we can give no assurances that a market will
develop for the notes or that you will be able to sell the notes. If any of the notes are traded after their initial issuance, they may trade at a discount from
their initial offering price. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar
securities, general economic conditions, our financial condition and performance, as well as other factors. Accordingly, you may be required to bear the
financial risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or quotation of the notes on any
securities exchange or automated dealer quotation system.
S-9
Table of Contents
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," "estimate," "intend," "aiming" 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. 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 2018 Form 10-K and in connection with forward-looking statements throughout our 2018 Form 10-K, 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 risks and uncertainties,
in 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. Risks and uncertainties that may cause such differences include, among other
things: future economic, political, competitive, reimbursement and regulatory conditions, new product introductions and the market acceptance of those
products, markets for our products, expected pricing environment, expected procedural volumes, the closing and integration of acquisitions, clinical trial
results, demographic trends; intellectual property rights, litigation, financial market conditions, the execution and effect of our restructuring program,
the execution and effect of our business strategy, including our cost-savings and growth initiatives and future business decisions made by us and our
competitors. New risks and uncertainties may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to
predict accurately and many of them are beyond our control. We caution investors to consider carefully these factors.
For further discussion of these and other risk factors, see Part I, Item 1A. Risk Factors in our 2018 Form 10-K and under the heading "Risk
Factors" herein and in any other document we may file with the SEC that is incorporated by reference herein.
S-10
Table of Contents
https://www.sec.gov/Archives/edgar/data/885725/000104746919000629/a2237791z424b2.htm[2/25/2019 9:20:19 AM]


Document Outline