Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-223095
Issuer Free Writing Prospectus, dated November 6, 2019
Boston Scientific Corporation
€900,000,000
Senior Notes Offering
Terms and Conditions – 8-Year Fixed Rate Notes
| Issuer | Boston Scientific Corporation |
| Note Type | Senior Notes |
| Form of Offering | SEC Registered |
| Ratings1 | Baa2/BBB-/BBB (Stable/Positive/Stable) |
| Principal Amount | €900,000,000 |
| Trade Date | November 6, 2019 |
| Settlement Date (T+4*) | November 12, 2019 |
| Maturity Date | December 1, 2027 |
| Coupon | 0.625% per annum |
| Yield to Maturity | 0.708% per annum |
| Price to Public | 99.352% |
| Reference to Mid-Swaps Rate | -0.042% |
| Spread to Mid-Swaps Rate | Plus 75 basis points |
| Benchmark Bund | DBR 0.500% due August 15, 2027 |
| Spread to Benchmark Bund | Plus 117.9 basis points |
| Benchmark Bund Yield/Price | -0.471% / €107.70 |
* It is expected that delivery of the notes will be made to purchasers on or about November 12, 2019, which is the fourth business day following the date of pricing of the notes (such settlement cycle referred to as T+4), through Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or succeeding business day will be required, by virtue of the fact that the notes will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should consult their own advisors in this regard.
| Interest Payment Dates | Annually on December 1, beginning December 1, 2020 |
| Par Call Date | On or after September 1, 2027 (the date that is three months prior to the maturity date) |
| Make-whole Call | Plus 20 basis points |
| Stabilization | Stabilization/FCA |
| Day Count Basis | ACTUAL/ACTUAL (ICMA) |
| Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
| Common Code / CUSIP / ISIN | Common Code: 207019259 CUSIP: 101137 AY3 ISIN: XS2070192591 |
| Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
| Trustee | U.S. Bank National Association |
| Paying Agent | Elavon Financial Services DAC (UK Branch) |
| Expected Listing | Application will be made to list the notes on the New York Stock Exchange |
| Joint Bookrunners | Barclays Bank PLC Merrill Lynch International Goldman Sachs & Co. LLC
Citigroup Global Markets Limited Deutsche Bank AG, London Branch J.P. Morgan Securities plc Wells Fargo Securities International Limited |
| Co-Managers | Academy Securities, Inc. Allied Irish Banks, p.l.c. BNP Paribas DNB Markets, Inc. MUFG Securities EMEA plc RBC Europe Limited Scotiabank Europe plc Société Générale Standard Chartered Bank The Toronto-Dominion Bank U.S. Bancorp Investments, Inc. |
Note:
| 1 | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
MiFID II professional clients and ECPs only/No PRIIPs KID: Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the European Economic Area.
The Issuer has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and accompanying prospectus if you request it by calling Barclays Bank PLC toll-free at (888) 603-5847, Merrill Lynch International toll-free at (800) 294-1322 or Goldman Sachs & Co. LLC toll-free at (866) 471-2526.
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