Medtronic PLC (MDT) filed a Form 8K - Entry Into a Definitive
Agreement - with the U.S Securities and Exchange Commission on
March 28, 2017.
On March 28, 2017, Medtronic, Inc. issued $150,000,000 aggregate
principal amount of 4.625% Senior Notes due 2045 (the "Notes"), in
an underwritten offering pursuant to a registration statement on
Form S-3 (the "Registration Statement") (File No. 333-215895) filed
with the Securities and Exchange Commission (the "Commission") on
February 6, 2017, and a related prospectus filed with the
Commission. The Notes are fully and unconditionally guaranteed (the
"Guarantees," and together with the Notes, the "Securities") by
Medtronic Public Limited Company ("Medtronic plc") and Medtronic
Global Holdings S.C.A. ("Medtronic Luxco"). The Securities were
sold pursuant to the terms of an underwriting agreement (the
"Underwriting Agreement") dated as of March 21, 2017, among
Medtronic, Inc., Medtronic plc and Medtronic Luxco and Citigroup
Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley
& Co. LLC and the other underwriters party thereto. The
Underwriting Agreement was separately filed with the Commission on
March 22, 2017, as Exhibit 1.2 to Medtronic plc's Current Report on
Form 8-K.
The Securities were issued under an indenture, dated as of
December 10, 2014 (the "Base Indenture"), between Medtronic, Inc.
and Wells Fargo Bank, National Association, as trustee (the
"Trustee"), as supplemented by the first supplemental indenture,
dated as of December 10, 2014, between Medtronic, Inc. and the
Trustee (the "First Supplemental Indenture"), the second
supplemental indenture, dated as of January 26, 2015, between
Medtronic plc and the Trustee (the "Second Supplemental Indenture")
and the third supplemental indenture, dated as of January 26, 2015,
between Medtronic Luxco and the Trustee (the "Third Supplemental
Indenture," and together with the Base Indenture, the First
Supplemental Indenture and the Second Supplemental Indenture, the
"Indenture").
The Notes will mature on March 15, 2045. Interest on the Notes
will be paid semi-annually in arrears on each March 15 and
September 15, commencing on September 15, 2017.
At any time prior to March 15, 2045 (the maturity date of the
Notes), Medtronic, Inc. will have the right, at its option, to
redeem the Notes, in whole or in part, at any time and from time to
time, by paying a "make-whole" premium, plus accrued and unpaid
interest to, but not including, the date of redemption.
The Notes constitute a further issuance of Medtronic, Inc.'s
4.625% Senior Notes due 2045, of which $4,000,000,000 aggregate
principal amount was issued on December 10, 2014 (the "Existing
Notes"). The Notes will be general unsecured senior obligations of
Medtronic, Inc. and will rank equally in right of payment with all
of Medtronic, Inc.'s other existing and future unsecured senior
indebtedness, including the Existing Notes, and will rank senior to
any subordinated indebtedness that Medtronic, Inc. may incur. The
Guarantees will rank equally in right of payment with all of
Medtronic plc's and Medtronic Luxco's other existing and future
unsecured senior indebtedness, including their guarantees of the
Existing Notes, and will rank senior to any subordinated
indebtedness from time to time outstanding that Medtronic plc or
Medtronic Luxco may incur.
Upon the occurrence of an event of default with respect to the
Notes, which includes payment defaults, defaults in the performance
of certain covenants, and bankruptcy and insolvency related
defaults, Medtronic, Inc.'s obligations under the Notes may be
accelerated, in which case the entire principal amount of the Notes
would be immediately due and payable.
Medtronic plc and its affiliates maintain ordinary banking
relationships and credit facilities with Wells Fargo Bank, National
Association. In addition, Wells Fargo Bank, National Association is
the trustee for certain of Medtronic plc's affiliates' other
debt
securities, is the transfer agent for Medtronic plc's ordinary
shares, and from time to time provides services relating to
Medtronic plc's investment management, stock repurchase and foreign
currency hedging programs. In addition, certain of the underwriters
party to the Underwriting Agreement and their respective affiliates
have in the past performed commercial banking, investment banking
and advisory services for Medtronic plc and its affiliates from
time to time for which they have received customary fees and
reimbursement of expenses and may, from time to time, engage in
transactions with and perform services for Medtronic plc in the
ordinary course of their business for which they may receive
customary fees and reimbursement of expenses. Certain of the
underwriters or their respective affiliates have been or are
lenders under one or more of Medtronic, Inc.'s and Medtronic
Luxco's credit facilities.
The above description of the Base Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture and the
Third Supplemental Indenture is qualified in its entirety by
reference to the Base Indenture, the First Supplemental Indenture,
the Second Supplemental Indenture and the Third Supplemental
Indenture. The executed versions of the Base Indenture and the
First Supplemental Indenture are filed as Exhibits 4.1 and 4.2,
respectively, to Medtronic, Inc.'s Current Report on Form 8-K filed
with the Commission on December 10, 2014, and each is incorporated
by reference into the Registration Statement. The executed versions
of the Second Supplemental Indenture and the Third Supplemental
Indenture are filed as Exhibits 4.3 and 4.4, respectively, to
Medtronic plc's Current Report on Form 8-K12B, filed on January 27,
2015, and each is incorporated by reference into the Registration
Statement.
In connection with the offering of the Notes, Medtronic plc is
filing as Exhibits 5.1, 5.2, 5.3 and 5.4 hereto opinions of counsel
addressing the validity of the Notes and the Guarantees and certain
related matters. Such opinions are incorporated by reference into
the Registration Statement.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517099883/d365696d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1613103/000119312517099883/0001193125-17-099883-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
March 28, 2017 16:59 ET (20:59 GMT)
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