| Item 7.01 | Regulation FD Disclosure |
Medtronic plc (the “Company”) today launched the Tender Offers (as defined below, totaling up to $4.175 billion), subject to a debt financing condition, which the Company expects will effectively be leverage neutral.
While the Company expects these transactions to result in lower fiscal year 2020 interest expense, slightly offset by increased U.S. tax, the results of the Tender Offers and associated financial benefit of these transactions will not be determinable until July 10, 2019 after market, at the earliest. Given that these transactions are not expected to be completed until late in the Company’s first fiscal quarter (“Q1 FY20”), the Company is not expecting a material impact from these transactions to its Q1 FY20 financial results.
On June 24, 2019, the Company issued a press release announcing the commencement of cash tender offers (each, a “Tender Offer” and collectively the “Tender Offers”) by its wholly-owned subsidiaries, Medtronic, Inc. (“Medtronic, Inc.”), Medtronic Global Holdings S.C.A. (“MGH”) and Covidien International Finance S.A. (“CIFSA”), for (i) any and all of $1.175 billion total aggregate principal amount of Medtronic, Inc.’s outstanding 4.125% Senior Notes due 2021 and Medtronic, Inc.’s outstanding 3.125% Senior Notes due 2022 (together, the “Any and All Notes”) and (ii) up to $3.0 billion combined aggregate purchase price (excluding accrued and unpaid interest to, but not including, the applicable settlement date and excluding fees and expenses related to the Tender Offers) of Medtronic, Inc.’s outstanding 6.500% Senior Notes due 2039, Medtronic, Inc.’s outstanding 5.550% Senior Notes due 2040, Medtronic, Inc.’s outstanding 4.625% Senior Notes due 2045, Medtronic, Inc.’s outstanding 4.625% Senior Notes due 2044, Medtronic, Inc.’s outstanding 4.500% Senior Notes due 2042, Medtronic, Inc.’s outstanding 4.375% Senior Notes due 2035, Medtronic, Inc.’s outstanding 4.000% Senior Notes due 2043, Medtronic, Inc.’s outstanding 3.500% Senior Notes due 2025, Medtronic, Inc.’s outstanding 3.625% Senior Notes due 2024, CIFSA’s outstanding 6.550% Senior Notes due 2037, MGH’s outstanding 3.350% Senior Notes due 2027, Medtronic, Inc.’s outstanding 3.150% Senior Notes due 2022, CIFSA’s outstanding 3.200% Senior Notes due 2022 and CIFSA’s outstanding 2.950% Senior Notes due 2023 (collectively, the “Maximum Tender Offer Notes,” and together with the Any and All Notes, the “Notes”), provided that (i) the purchase of Medtronic, Inc.’s outstanding 4.625% Senior Notes due 2045 will be subject to an aggregate purchase sublimit of $100 million of aggregate principal amount, (ii) the purchase of Medtronic, Inc.’s outstanding 4.375% Senior Notes due 2035 will be subject to an aggregate purchase sublimit of $200 million of aggregate principal amount and (iii) the purchase of Medtronic, Inc.’s outstanding 3.500% Senior Notes due 2025 will be subject to an aggregate purchase sublimit of $1.3 billion of aggregate principal amount.
