Obligation Boston Scientific 1.9% ( US101137AZ01 ) en USD

Boston Scientific

96.25 % ⇌

Etas-Unis

US101137AZ01 ( en USD )

1.9% par an ( paiement semestriel )

01/06/2025

Prospectus brochure de l'obligation Boston Scientific US101137AZ01 en USD 1.9%, échéance 01/06/2025

2 000 USD

500 000 000 USD

101137AZ0

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/06/2024 ( Dans 16 jours )

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AZ01, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2025

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AZ01, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boston Scientific ( Etas-Unis ) , en USD, avec le code ISIN US101137AZ01, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 a2241661z424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223095
CALCULATION OF SEC REGISTRATION FEE

Proposed Maximum
Title of Each Class of Securities
Amount to be
Maximum Offering
Aggregate Offering
Amount of
to be Registered

Registered

Price per Unit

Price

Registration Fee*

1.900% notes due 2025

$500,000,000

99.952%

$499,760,000

$64,868.85

2.650% notes due 2030

$1,200,000,000
99.851%

$1,198,212,000
$155,527.92

*
The total registration fee due for this offering is $220,396.77. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as
amended, this "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in our Registration
Statement on Form S-3 (Reg. No. 333-223095).
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 20, 2018)
$1,700,000,000
$500,000,000 1.900% Senior Notes due 2025
$1,200,000,000 2.650% Senior Notes due 2030
We are offering $500,000,000 aggregate principal amount of our 1.900% senior notes due 2025 (the "2025 notes") and $1,200,000,000 aggregate principal amount of our 2.650% senior
notes due 2030 (the "2030 notes" and, together with the 2025 notes, the "notes"). We will pay interest on the notes on June 1 and December 1 of each year, beginning December 1, 2020.
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.
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-8 and the risks described under the heading "Risk Factors" beginning on page S-5 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.
Offering Price to
Underwriting
Proceeds to Us

Public(1)

Discounts

Before Expenses(1)

Per Note
Total

Per Note
Total

Per Note
Total

2025 Notes

99.952%
$499,760,000

0.600% $
3,000,000

99.352%
$496,760,000
2030 Notes

99.851% $
1,198,212,000

0.650% $
7,800,000

99.201% $
1,190,412,000
(1)
Plus accrued interest, if any, from May 18, 2020.
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.
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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 May 18, 2020.
Joint Book-Running Managers
Barclays

Citigroup

J.P. Morgan

Wells Fargo Securities

BofA Securities

DNB Markets

RBC Capital Markets

Scotiabank

SOCIETE GENERALE
Co-Managers
Goldman
Allied Irish Banks

BNP PARIBAS

Sachs & Co. LLC

MUFG

Standard Chartered Bank

TD Securities

US Bancorp

The date of this prospectus supplement is May 14, 2020.
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
SUMMARY

S-1
THE OFFERING

S-2
RISK FACTORS

S-5
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

S-8
USE OF PROCEEDS

S-9
DESCRIPTION OF THE NOTES
S-10
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-18
UNDERWRITING (CONFLICTS OF INTEREST)
S-22
LEGAL MATTERS
S-28
EXPERTS
S-28
WHERE YOU CAN FIND MORE INFORMATION
S-29
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
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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.
References to our "2019 Form 10-K" refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 25,
2020, and references to our "Q1 2020 Form 10-Q" refer to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 6,
2020.
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.
This prospectus supplement is for distribution only to and is directed only at (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,
S-ii
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unincorporated associations etc.") of the Financial Promotion Order, (iii) persons outside of the United Kingdom, or (iv) 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 (as amended, the
"FSMA")) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons"). This prospectus supplement is directed 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.
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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-5 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 healthcare landscape and position our products
with providers and payers, 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.
S-1
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
· $1,700,000,000 aggregate principal amount of senior notes, consisting of:

· $500,000,000 aggregate principal amount of 1.900% senior notes due 2025; and

· $1,200,000,000 aggregate principal amount of 2.650% senior notes due 2030.
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Maturity Dates:

2025 Notes
June 1, 2025.
2030 Notes
June 1, 2030.
Interest Payment
Dates
June 1 and December 1 of each year, commencing December 1, 2020.
Use of Proceeds
We intend to use the net proceeds from this offering towards (i) refinancing $450.0 million of borrowings under our revolving
credit facility and a portion of our pre-payable bank debt, including $750.0 million under our $1.0 billion term loan credit facility
(the "February 2021 term loan") and $500.0 million under our $1.25 billion term loan credit facility (the "April 2021 term loan"),
and (ii) paying related fees, expenses and premiums.

See "Use of Proceeds" in this prospectus supplement.
Optional
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
Redemption
prices described under the heading "Description of the Notes--Optional Redemption" in this prospectus supplement.
Repurchase at the Upon the occurrence of a Change of Control Repurchase Event, we will be required to make an offer to repurchase all of the notes
Option of Holders
then outstanding at a repurchase price equal to 101% of their principal amount thereof, plus accrued and unpaid interest (if any)
Upon Change of
to, but not including, the date of repurchase, subject to the rights of holders of notes on the relevant record date to receive interest
Control
due on the relevant interest payment date. See "Description of the Notes--Repurchase at the Option of Holders Upon Change of
Repurchase Event
Control Repurchase Event" in this prospectus supplement.
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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 March 31, 2020, we had outstanding approximately $10.336 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 $11.000 million of outstanding indebtedness at March 31, 2020 that
would have been effectively senior to the notes.
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
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"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, subject to certain tax
considerations, such further notes will be consolidated and form a single series with the corresponding
series of notes and will have the 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.
S-3
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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-5 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
Affiliates of certain underwriters may receive at least 5% of the net offering proceeds in connection with the
refinancing of our revolving credit facility and a portion of our February 2021 term loan and our April 2021
term loan. See "Use of Proceeds" in this prospectus supplement. Accordingly, this offering is made in
compliance with the requirements of Rule 5121 of Financial Industry Regulatory Authority Inc. ("FINRA").
Because the notes offered hereby have an investment grade rating, the appointment of a qualified
independent underwriter will not be necessary.
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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 2019 Form 10-K, and in Part II, Item 1A. under the heading
"Risk Factors" in our Q1 2020 Form 10-Q, 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 or other
unknown or currently immaterial risks or uncertainties 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.
To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the
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other risks described below and in the documents incorporated by reference herein. For a discussion of the recent COVID-19 pandemic and its impact
on our business, see Part I, Item 2 under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in
our Q1 2020 Form 10-Q and Part II, Item 1A under the heading "Risk Factors" in our Q1 2020 Form 10-Q.
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.
The notes are unsecured. As of March 31, 2020, 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.
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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 the 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.
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.
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.
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.
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.
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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.
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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.
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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 Securities Exchange Act of 1934, as amended (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.
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 2019 Form 10-K and in Part II, Item 1A. under the heading "Risk Factors" in our Q1 2020 Form 10-Q and in connection with
forward-looking statements throughout our 2019 Form 10-K and Q1 2020 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 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, including those that have emerged or have increased in significance or likelihood
as a result of the COVID-19 pandemic. 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. We disclaim any intention or obligation to publicly update or revise any forward-looking
statement to reflect any change in our expectations or in events, conditions, or circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those contained in the forward-looking statements. This cautionary statement is applicable to all
forward-looking statements contained in this prospectus supplement.
For further discussion of these risks and uncertainties and other risk factors, see Part I, Item 1A. in our 2019 Form 10-K, under the heading "Risk
Factors," Part II, Item 1A. under the heading "Risk Factors" in our Q1 2020 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.
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USE OF PROCEEDS
We estimate the net proceeds from this offering will be approximately $1,682.2 million after deducting the underwriting discounts and offering
expenses payable by us. We intend to use the net proceeds from this offering towards (i) refinancing $450.0 million of borrowings under our revolving
credit facility and a portion of our pre-payable bank debt, including $750.0 million under our $1.0 billion February 2021 term loan and $500.0 million
under our $1.25 billion April 2021 term loan and (ii) paying related fees, expenses and premiums. Our revolving credit facility matures on
December 19, 2023 and bears interest at an annual rate of LIBOR plus 1.015% based on our current credit ratings. Our February 2021 term loan and our
April 2021 term loan mature on February 25, 2021 and April 20, 2021, respectively, and based on our current credit ratings, bear interest at annual rates
of LIBOR plus 0.850% and LIBOR plus 1.875%, respectively. The proceeds from borrowings under these facilities were primarily used to pay off
outstanding indebtedness. Certain affiliates of the underwriters may receive at least 5% of the net proceeds of this offering in connection with the
repayment of outstanding amounts under such credit facilities. See "Underwriting (Conflicts of Interest)--Conflicts of Interest" in this prospectus
supplement.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered hereby (referred to in the accompanying prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the
accompanying prospectus under the heading "Description of Debt Securities," to which description reference is hereby made. The following summaries
of certain provisions of the indenture do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the
provisions of the indenture, including the definitions in the indenture of certain terms and other terms made part of the indenture. As used in this
description, unless otherwise expressly stated or the context otherwise requires, all references to "we," "us," or "our" mean Boston Scientific
Corporation excluding its subsidiaries.
General
The 2025 notes offered hereby will be limited initially to $500,000,000 aggregate principal amount and will mature on June 1, 2025. The 2030
notes offered hereby will be limited initially to $1,200,000,000 aggregate principal amount and will mature on June 1, 2030. The notes will not be
entitled to a sinking fund. Interest at the applicable annual rate set forth on the cover page of this prospectus supplement will be payable semi-annually
on June 1 and December 1, commencing December 1, 2020 to the persons in whose names the notes are registered at the close of business on May 15 or
November 15, as the case may be, preceding such interest payment date. Interest on each series of notes will accrue from May 18, 2020 or from the most
recent interest payment date to which interest has been paid or provided for to, but excluding, the next interest payment date. The notes constitute two
separate series of Debt Securities under an indenture dated as of May 29, 2013, between us and U.S. Bank National Association, as trustee, and will be
issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
If any interest payment date, redemption date, or the maturity date falls on a day that is not a business day at any place of payment, then the
required payment of principal (or premium, if any) or interest, if any, will be made on the next succeeding business day at such place of payment as if
made on the date that the payment was due and no interest will accrue on that payment for the period from and after the interest payment date,
redemption date, or maturity date, as the case may be, to the date of payment on the next succeeding business day.
We may, at any time, without the consent of the holders of the applicable series of notes, issue additional notes having the same ranking and the
same interest rate, maturity and other terms as any series of the notes (except for the payment of interest accruing prior to the issue date of the additional
notes or, in some cases, the first interest payment date following the issue date of the additional notes), and, subject to certain tax considerations, any
such additional notes, together with the corresponding series of notes offered by this prospectus supplement, will form a single series of notes under the
indenture. The notes will contain covenants that will restrict our ability, with certain exceptions, to incur liens and to merge or consolidate with another
entity or transfer all or substantially all of our property and assets. See "--Limitation on Liens" below and "Description of Debt Securities--Merger,
Consolidation, or Sale of Assets" in the accompanying prospectus.
There is no public trading market for the notes, and we do not intend to apply for listing of the notes on any national securities exchange or for
quotation of the notes on any automated dealer quotation system.
Events of Default
The provisions of the indenture described under "Description of Debt Securities--Events of Default" in the accompanying prospectus will apply to
the notes, except that if an event of default specified in clauses (1), (2), (3), (4) or (6) therein with respect to the notes occurs and is continuing,
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either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes of that series may declare the principal amount,
plus accrued interest, if any, on all the then outstanding notes of that series to be due and payable immediately. If an event of default specified in
clause (5) therein occurs and is continuing, then the principal amount, plus accrued interest, if any, of all the notes of that series will be due and payable
immediately, without any declaration or other act on the part of the trustee or any holder. In certain cases, holders of a majority in principal amount of
the outstanding notes of any series may, on behalf of holders of all the notes of such series, rescind and annul a declaration of acceleration.
Ranking
The notes will be unsecured and will rank on a parity with each other and with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding. The notes will rank senior to any existing and future unsecured and subordinated debt, effectively junior to our secured debt
to the extent of the collateral securing such secured debt and effectively junior to liabilities of our subsidiaries, in each case as may be outstanding from
time to time. At March 31, 2020, we had outstanding approximately $10.336 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 $11.000 million of outstanding indebtedness at March 31, 2020 that would have
been effectively senior to the notes.
Limitation on Liens
We will not, and will not permit any of our Subsidiaries (as defined in the indenture) to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (as defined in the indenture) upon any of our property, assets or revenues, whether now owned or hereafter acquired, except for: (i) Liens
for taxes not yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are
maintained on our or our Subsidiaries' books, as the case may be, in conformity with accounting principles generally accepted in the United States;
(ii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue
for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (iii) pledges or deposits in connection with
workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under
insurance or self-insurance arrangements; (iv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(v) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not
substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the
ordinary conduct of our business or that of a Subsidiary; (vi) Liens in existence on the date of the first issuance by us of Securities (as defined in the
indenture) issued pursuant to the indenture; provided that no such Lien is spread to cover any additional property after such date and that the amount of
Debt (as defined in the indenture) secured thereby is not increased; (vii) Liens securing our and our Subsidiaries' Debt incurred to finance the
acquisition of fixed or capital assets; provided that (A) such Liens will be created substantially simultaneously with the acquisition of such fixed or
capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Debt and (C) the amount of Debt
secured thereby is not increased; (viii) Liens on the property or assets of a corporation that becomes a Subsidiary after the date of the indenture; provided
that (A) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (B) any such Lien is not
spread to cover any property or assets of such corporation after the time such corporation becomes a Subsidiary, and (C) the amount of
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Debt secured thereby is not increased; (ix) Liens pursuant to any Receivables Transaction (as defined in the indenture) in an aggregate principal amount
not exceeding 20% of our Consolidated Tangible Assets (as defined in the indenture); and (x) Liens (not otherwise permitted pursuant to the indenture)
(A) which secure obligations not exceeding (as to us and our Subsidiaries) the greater of (X) $250.0 million or (Y) 20% of our Consolidated Tangible
Assets (as defined in the indenture), in each case in an aggregate amount at any time outstanding, or (B) with respect to which we effectively provide
that the Securities Outstanding (as defined in the indenture) under the indenture are secured equally and ratably with (or, at our option, prior to) the
Debt secured by such Lien.
Optional Redemption
Prior to the applicable Par Call Date (as defined below), we may redeem the notes of any series, in whole or in part, at our option, on at least
15 days, but no more than 60 days prior written notice mailed to the registered holders of the notes to be redeemed, at any time at a redemption price
equal to the greater of:
·
100% of the principal amount of the notes being redeemed, or
·
as determined by a Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal
and interest thereon to the applicable Par Call Date (not including any portion of such payments of interest accrued to the date of
redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate (as defined below) plus 25 basis points for the 2025 notes, and at the Adjusted Treasury Rate plus 35 basis
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