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Medtronic Announces the Pricing Terms of its Cash Tender Offers for up to $5.525 billion of Certain Outstanding Debt Securities Issued by Medtronic, Inc., Medtronic Global Holdings S.C.A. and Covidien International Finance S.A.
The terms of the Tender Offers are described in the Offer to Purchase, dated
The applicable Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the tables below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before
Table 1: Any and All Notes
|Title of Security||CUSIP
|Issuer/Offeror||Reference U.S. Treasury Security||Reference Yield||Fixed Spread (basis points)||Total Consideration (1)(2)||Principal Amount Accepted|
|4.125% Senior Notes due 2021||585055AV8||Medtronic, Inc.||2.375% U.S.T. due 3/15/2021||1.883%||15||$1,034.26||$250,201,000|
|3.125% Senior Notes due 2022||585055AX4||Medtronic, Inc.||2.375% U.S.T. due 3/15/2022||1.796%||15||$1,030.57||$391,431,000|
Table 2: Maximum Tender Offer Notes
|Title of Security||CUSIP
|Reference U.S. Treasury Security||Reference Yield||Fixed Spread (basis points)||Total Consideration (1)(2)||Series Tender Cap||Principal Amount Tendered||
Principal Amount Accepted
|6.500% Senior Notes due 2039||585055AQ9||Medtronic, Inc.||1||3.000% U.S.T. due 2/15/2049||2.552%||85||$1,441.66||N/A||$25,314,000||$25,314,000|
|5.550% Senior Notes due 2040||585055AT3||Medtronic, Inc.||2||3.000% U.S.T. due 2/15/2049||2.552%||75||$1,334.85||N/A||$81,799,000||$81,799,000|
|4.625% Senior Notes due 2045||585055BU9||Medtronic, Inc.||3||3.000% U.S.T. due 2/15/2049||2.552%||70||$1,237.73||$150,000,000||$794,828,000||$150,000,000|
|4.625% Senior Notes due 2044||585055BD7||Medtronic, Inc.||4||3.000% U.S.T. due 2/15/2049||2.552%||75||$1,219.10||N/A||$49,477,000||$49,477,000|
|4.500% Senior Notes due 2042||585055AW6||Medtronic, Inc.||5||3.000% U.S.T. due 2/15/2049||2.552%||75||$1,187.27||N/A||$24,123,000||$24,123,000|
|4.375% Senior Notes due 2035||585055BT2||Medtronic, Inc.||6||3.000% U.S.T. due 2/15/2049||2.552%||50||$1,163.81||$450,000,000||$1,583,222,000||$450,003,000|
|4.000% Senior Notes due 2043||585055AY2||Medtronic, Inc.||7||3.000% U.S.T. due 2/15/2049||2.552%||75||$1,112.53||N/A||$19,954,000||$19,954,000|
|3.500% Senior Notes due 2025||585055BS4||Medtronic, Inc.||8||2.000% U.S.T. due 5/31/2024||1.817%||40||$1,068.04||$1,300,000,000||$2,346,622,000||$1,300,038,000|
|3.625% Senior Notes due 2024||585055BC9||Medtronic, Inc.||9||2.000% U.S.T. due 5/31/2024||1.817%||35||$1,061.20||N/A||$417,517,000||$417,517,000|
|6.550% Senior Notes due 2037||22303QAH3||Covidien International Finance S.A.||10||3.000% U.S.T. due 2/15/2049||2.552%||75||$1,442.64||N/A||$30,319,000||$30,319,000|
|3.350% Senior Notes due 2027||58507LAC3||Medtronic Global Holdings S.C.A.||11||2.375% U.S.T. due 5/15/2029||2.046%||30||$1,068.42||N/A||$482,164,000||$482,164,000|
|3.150% Senior Notes due 2022||585055BR6||Medtronic, Inc.||12||1.750% U.S.T. due 6/15/2022||1.791%||25||$1,028.71||N/A||$1,591,791,000||$965,604,000|
|3.200% Senior Notes due 2022||22303QAN0||Covidien International Finance S.A.||13||1.750% U.S.T. due 6/15/2022||1.791%||25||$1,030.03||N/A||$345,957,000||$0|
|2.950% Senior Notes due 2023||22303QAP5||Covidien International Finance S.A.||14||2.000% U.S.T. due 5/31/2024
$1,000principal amount of Notes that are tendered and accepted for purchase.
- The applicable Total Consideration includes the early tender premium of
$30per $1,000principal amount of Notes.
- The offers with respect to the Maximum Tender Offer Notes are subject to the Aggregate Maximum Purchase Price of
$4.35 billionand the Series Tender Caps. All references to the aggregate purchase price for the Maximum Tender Offer Notes include the applicable Total Consideration or Tender Offer Consideration (as defined below) and exclude applicable accrued interest and fees and expenses related to the Maximum Tender Offer. The Offerors will purchase an aggregate principal amount of Maximum Tender Offer Notes having an aggregate purchase price up to the Aggregate Maximum Purchase Price, subject to the Acceptance Priority Level and the Series Tender Caps as set forth in the table above.
The Offerors expect to pay the purchase price for the Notes accepted for purchase with the net proceeds of the previously announced public offering of senior notes by MGH, which was completed on
Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with
All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered up to, but not including, the early settlement date, which is currently expected to be
Although the Tender Offers are scheduled to expire at 12:00 midnight,
Information Relating to the Tender Offers
None of the Offerors, the Company or their affiliates, their respective boards of directors or managing members, the Dealer Managers, Global Bondholder or the trustee with respect to any series of Notes is making any recommendation as to whether holders of Notes should tender any Notes in response to any of the Tender Offers, and neither the Offerors nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
The full details of the Tender Offers, including complete instruction on how to tender Notes, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Notes before making a decision to tender any Notes. The Offer to Purchase may be downloaded from Global Bondholder’s website at http://www.gbsc-usa.com/Medtronic/ or obtained from Global Bondholder, free of charge, by calling toll-free at +1-866-470-4200 (bankers and brokers can call collect at +1-212-430-3774).
This press release contains forward-looking statements that are not historical in nature. Such forward-looking statements are subject to risks and uncertainties, including the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offers, the satisfaction of conditions to the Tender Offers, whether the Tender Offers will be consummated in accordance with terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of medical products, government regulation and general economic conditions and other risks and uncertainties described in the Company’s periodic reports on file with the