The Company has applied to list each series of Notes on the New York Stock Exchange.
Indenture and Agency Agreement
The Floating Rate Notes were issued under an indenture dated as of March 28, 2017 (the “Base Indenture”), among Medtronic Luxco, Medtronic, Inc., Medtronic plc and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of March 7, 2019 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Reopening Indenture”), among Medtronic Luxco, Medtronic, Inc., Medtronic plc, the Trustee and Elavon Financial Services DAC, as paying agent (“Elavon”), and are subject to the Agency Agreement, dated as of March 7, 2019, as amended and restated as of July 2, 2019, by and among Medtronic Luxco, the Trustee, and Elavon, as paying agent and calculation agent, and U.S. Bank National Association, as transfer agent and registrar (the “Restated Agency Agreement”). The remaining Notes were issued pursuant to the Base Indenture as supplemented by the Third Supplemental Indenture dated as of July 2, 2019 (the “Third Supplemental Indenture” and together with the Base Indenture, the “New Issue Indenture”), among Medtronic Luxco, Medtronic, Inc., Medtronic plc, the Trustee and Elavon and shall be subject to the Agency Agreement dated as of July 2, 2019 (the “New Issue Agency Agreement”) between the Company and Elavon. The Reopening Indenture and the New Issue Indenture are referred to herein as the “Indentures” and the Restated Agency Agreement and the New Issue Agency Agreement are referred to herein as the “Agency Agreements.”
The Floating Rate Notes will mature on March 7, 2021, the 2022 Notes will mature on December 2, 2022, the 2025 Notes will mature on July 2, 2025, the 2031 Notes will mature on July 2, 2031, the 2039 Notes will mature on July 2, 2039, and the 2049 Notes will mature on July 2, 2049. 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 2022 Notes will bear interest at a rate of 0.00% per annum. The 2025 Notes will bear interest at a rate of 0.25% per annum. The 2031 Notes will bear interest at a rate of 1.00% per annum. The 2039 Notes will bear interest at a rate off 1.50% per annum. The 2049 Notes will bear interest at a rate of 1.75% 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 September 7, 2019. Interest on the 2022 Notes will be paid annually in arrears on December 2 of each year, beginning on December 2, 2019. Interest on the 2025 Notes, 2031 Notes, 2039 Notes and 2049 Notes will be paid annually in arrears on July 2 of each year, beginning on July 2, 2022.
At any time prior to November 2, 2022, (one month prior to the maturity date of the 2022 Notes), in the case of the 2022 Notes, April 2, 2025, (three months prior to the maturity date of the 2025 Notes), in the case of the 2025 Notes, April 2, 2031 (three months prior to the maturity date of the 2031 Notes), in the case of the 2031 Notes, April 2, 2039 (three months prior to the maturity date of the 2039 Notes), in the case of the 2039 Notes, and January 2, 2049 (six months prior to the maturity date of the 2049 Notes), in the case of the 2049 Notes (each such date, a “par call date”), Medtronic Luxco will have the right, at its option, to redeem any of the 2022, 2025, 2031, 2039, and 2049 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 2022 Notes, the 2025 Notes, the 2031 Notes, the 2039 Notes and the 2049 Notes, Medtronic Luxco will have the option to redeem the 2022 Notes, the 2025 Notes, the 2031 Notes, the 2039 Notes and the 2049 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.).
