The Floating Rate Notes will mature on March 7, 2021, the 2021 Notes will mature on March 7, 2021, the 2023 Notes will mature on March 7, 2023, the 2027 Notes will mature on March 7, 2027, the 2031 Notes will mature on March 7, 2031, and the 2039 Notes will mature on March 7, 2039. Interest will be paid on the Floating Rate Notes at a rate equivalent to the three-month EURIBOR plus 0.200% per annum; provided, that the minimum interest rate shall be zero. The 2021 notes will bear interest at a rate of 0.000% per annum. The 2023 notes will bear interest at a rate of 0.375% per annum. The 2027 notes will bear interest at a rate of 1.125% per annum. The 2031 notes will bear interest at a rate of 1.625% per annum. The 2039 notes will bear interest at a rate of 2.250% per annum. Interest on the Floating Rate Notes will be paid quarterly in arrears on March 7, June 7, September 7 and December 7 of each year, beginning on June 7, 2019. Interest on each series of Fixed Rate Notes will be paid annually in arrears on March 7 of each year, beginning on March 7, 2020.
At any time prior to March 7, 2021, in the case of the 2021 Notes, February 7, 2023 (one month prior to the maturity date of the 2023 Notes), in the case of the 2023 Notes, December 7, 2026 (three months prior to the maturity date of the 2027 Notes), in the case of the 2027 Notes, December 7, 2030 (three months prior to the maturity date of the 2031 Notes), in the case of the 2031 Notes, and December 7, 2038 (three months prior to the maturity date of the 2039 Notes), in the case of the 2039 Notes (each such date, a “par call date”), Medtronic Luxco will have the right, at its option, to redeem any of the 2021, 2023, 2027, 2031, and 2039 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a specified make-whole redemption price, in either case plus accrued and unpaid interest to, but not including, the date of redemption.
In addition, on and after the applicable par call date of the 2023 Notes, the 2027 Notes, the 2031 Notes and the 2039 Notes, Medtronic Luxco will have the option to redeem the 2023 Notes, the 2027 Notes, the 2031 Notes and the 2039 notes, respectively, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Notes will be general unsecured senior obligations of Medtronic Luxco and will rank equally in right of payment with all of Medtronic Luxco’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic Luxco may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc’s and Medtronic, Inc.’s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic, Inc. may incur, and be structurally subordinated to all existing and any future obligations of each of Medtronic plc’s subsidiaries (other than Medtronic Luxco and Medtronic, Inc.).
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 Luxco’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 the Trustee. In addition, the Trustee is the trustee for certain of Medtronic plc’s affiliates’ other debt securities, and from time to time provides services relating to Medtronic plc’s investment management, stock repurchase and foreign currency hedging programs.
The above description of the Base Indenture, the Second Supplemental Indenture and the Agency Agreement is qualified in its entirety by reference to the Base Indenture, the Second Supplemental Indenture and the Agency Agreement. The executed Base Indenture was previously filed as Exhibit 4.1 to the Current Report on Form8-K filed by Medtronic plc on March 28, 2017. The executed Second Supplemental Indenture is filed as Exhibit 4.1 hereto and the Agency Agreement is filed as Exhibit 4.2 hereto. Each of the foregoing documents is incorporated herein by reference.
In connection with the Offering, 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.
