Medtronic Files 8K - Increased Financial Obligation
August 26 2016 - 8:18AM
Dow Jones News
Medtronic PLC (MDT) filed a Form 8K - Increase in Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on August 23, 2016.
As a result of the consummation of the Offer, the completion of
the Merger and the delisting of the Shares from The Nasdaq Stock
Market LLC, a "Fundamental Change" and a "Make-Whole Fundamental
Change," each as defined under the First Supplemental Indenture and
the Second Supplemental Indenture, as applicable, occurred on
August 23, 2016 with respect to the Notes. As a result, each holder
of the Notes (each, a "Holder") has the right (the "Fundamental
Change Repurchase Right"), at the Holder's option, to require the
Company to repurchase for cash such Holder's Notes, or any portion
of the principal amount thereof that is equal to $1,000 or an
integral multiple of $1,000, on September 27, 2016 (the
"Fundamental Change Repurchase Date"). The repurchase price to be
paid by the Company for Notes validly surrendered and not validly
withdrawn is equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest thereon, if any,
to, but excluding, the Fundamental Change Repurchase Date.
In addition, and notwithstanding the Fundamental Change
Repurchase Right, pursuant to the terms and conditions of the
Indenture, the Notes are convertible, at the option of the Holder,
at any time until 5:00 p.m. Eastern time on September 27, 2016 (the
"Conversion Period"). The Company's conversion obligation with
respect to Notes that are converted prior to the end of the
Conversion Period will be fixed at an amount in cash equal to the
Conversion Rate (as defined with respect to each series of Notes in
the applicable Supplemental Indenture) of 10.0000 for each of the
2017 Notes and 2021 Notes, multiplied by $58.00. Based on the per
share cash consideration paid in the Merger, the Conversion Rate
will not change as a result of the Merger. Accordingly, the value
that a Holder will receive if such Holder converts the Notes prior
to the end of the Conversion Period will be substantially less than
the funds such Holder would receive if such Holder validly
exercised the Fundamental Change Repurchase Right.
Assuming that each Holder exercised the Fundamental Change
Repurchase Right, the Company would be obligated to make aggregate
payments of approximately $244.3 million.
Assuming that each Holder exercised the conversion right in
connection with the Fundamental Change, the Company would be
obligated to make aggregate payments of approximately $142.0
million.
The right of Holders to convert their Notes is separate from the
Fundamental Change Repurchase Right. Holders may only exercise one
of either the Fundamental Change Repurchase Right or the conversion
right.
This filing is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
the Notes. The offer to repurchase the Notes pursuant to the
Fundamental Change Repurchase Right is being made only pursuant to
a Tender Offer Statement on Schedule TO (including a Fundamental
Change Repurchase Right Notice, Notice of Right to Convert, Notice
of Entry into Supplemental Indenture and Offer to Repurchase, dated
August 26, 2016) that the Company has filed with the SEC and will
distribute to Holders. Holders and investors should read carefully
the Tender Offer Statement on Schedule TO because it contains
important information, including the various terms of, and
conditions to, the Fundamental Change Repurchase Right. Holders may
obtain these documents free of charge from the SEC's website at
www.sec.gov or by contacting Parent at
investor.relations@medtronic.com.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1389072/000119312516692563/d241053d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1389072/000119312516692563/0001193125-16-692563-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
August 26, 2016 09:03 ET (13:03 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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