Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-163621
Issuer Free Writing Prospectus, dated December 10, 2009
Registration Statement No. 333-163621
Issuer Free Writing Prospectus, dated December 10, 2009
Boston Scientific Corporation
$2,000,000,000
Senior Notes Offering
Senior Notes Offering
Terms and Conditions — 5, 10 and 30 Year Fixed Rate Notes
5-Year | 10-Year | 30-Year | ||||
Issuer | Boston Scientific Corporation | Boston Scientific Corporation | Boston Scientific Corporation | |||
Note Type | Senior Notes | Senior Notes | Senior Notes | |||
Form of Offering | SEC Registered | SEC Registered | SEC Registered | |||
Ratings1 | Ba1 (stable outlook) Moody’s BBB- (stable outlook) S&P BB+ (positive outlook) Fitch | Ba1 (stable outlook) Moody’s BBB- (stable outlook) S&P BB+ (positive outlook) Fitch | Ba1 (stable outlook) Moody’s BBB- (stable outlook) S&P BB+ (positive outlook) Fitch | |||
Principal Amount | $850,000,000 | $850,000,000 | $300,000,000 | |||
Trade Date | December 10, 2009 | December 10, 2009 | December 10, 2009 | |||
Settlement Date (T + 2) | December 14, 2009 | December 14, 2009 | December 14, 2009 | |||
Maturity Date | January 15, 2015 | January 15, 2020 | January 15, 2040 | |||
Coupon | 4.500% per annum | 6.000% per annum | 7.375% per annum | |||
Yield | 4.567% per annum | 6.129% per annum | 7.384% per annum | |||
Price to Public2 | 99.694% | 99.031% | 99.879% | |||
Spread | Plus 237.5bps | Plus 262.5bps | Plus 287.5bps | |||
Benchmark Treasury | 2.125% UST due November 30, 2014 | 3.375% UST due November 15, 2019 | 4.500% UST due August 15, 2039 | |||
Benchmark Yield | 2.192% | 3.504% | 4.509% | |||
Net Proceeds to Company (before expenses) | $847,399,000 | $841,763,500 | $299,637,000 | |||
Coupon Dates | Semi-annually on January 15 and July 15 | Semi-annually on January 15 and July 15 | Semi-annually on January 15 and July 15 | |||
First Coupon Date | July 15, 2010 | July 15, 2010 | July 15, 2010 | |||
Optional Redemption | The greater of: | The greater of: | The greater of: | |||
•100% of the principal amount of the notes to be redeemed, or | •100% of the principal amount of the notes to be redeemed, or | •100% of the principal amount of the notes to be redeemed, or | ||||
•as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 35 basis points plus accrued and unpaid interest on the notes to the redemption date. | •as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 40 basis points plus accrued and unpaid interest on the notes to the redemption date. | •as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 45 basis points plus accrued and unpaid interest on the notes to the redemption date. | ||||
Day Count Basis | 30/360 | 30/360 | 30/360 | |||
Minimum Denominations | US$2,000 and integral multiples of US$1,000 in excess of such amount | US$2,000 and integral multiples of US$1,000 in excess of such amount | US$2,000 and integral multiples of US$1,000 in excess of such amount | |||
CUSIP / ISIN | 101137 AJ6 / US101137AJ68 | 101137 AK3 / US101137AK32 | 101137 AL1 / US101137AL15 | |||
Joint Bookrunners | Banc of America Securities LLC | Banc of America Securities LLC | Banc of America Securities LLC | |||
Deutsche Bank Securities Inc. | Deutsche Bank Securities Inc. | Deutsche Bank Securities Inc. | ||||
J.P. Morgan Securities Inc. | J.P. Morgan Securities Inc. | J.P. Morgan Securities Inc. | ||||
Barclays Capital Inc. | Barclays Capital Inc. | Barclays Capital Inc. | ||||
BNP Paribas Securities Corp. | BNP Paribas Securities Corp. | BNP Paribas Securities Corp. | ||||
RBS Securities Inc. | RBS Securities Inc. | RBS Securities Inc. | ||||
5-Year | 10-Year | 30-Year | ||||
Co-Managers | Daiwa Securities America Inc. | Daiwa Securities America Inc. | Daiwa Securities America Inc. | |||
Mitsubishi UFJ Securities (USA), Inc. | Mitsubishi UFJ Securities (USA), Inc. | Mitsubishi UFJ Securities (USA), Inc. | ||||
Mizuho Securities USA Inc. | Mizuho Securities USA Inc. | Mizuho Securities USA Inc. | ||||
Wells Fargo Securities, LLC | Wells Fargo Securities, LLC | Wells Fargo Securities, LLC | ||||
BBVA Securities Inc. | BBVA Securities Inc. | BBVA Securities Inc. | ||||
BNY Mellon Capital Markets, LLC | BNY Mellon Capital Markets, LLC | BNY Mellon Capital Markets, LLC | ||||
RBC Capital Markets Corporation | RBC Capital Markets Corporation | RBC Capital Markets Corporation | ||||
Scotia Capital Inc. | Scotia Capital Inc. | Scotia Capital Inc. | ||||
ING Financial Markets LLC | ING Financial Markets LLC | ING Financial Markets LLC | ||||
Allied Irish Banks, p.l.c | Allied Irish Banks, p.l.c | Allied Irish Banks, p.l.c | ||||
Standard Chartered Bank | Standard Chartered Bank | Standard Chartered Bank | ||||
Notes:
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. | |
2 | Plus accrued interest, if any, from December 14, 2009. |
The Company plans to use the net proceeds of this offering for general corporate purposes, including prepaying a portion of its bank term loan due in April 2011. The Company expects to record a pre-tax charge, not previously anticipated, of approximately $30 million (approximately $19 million after tax, or $0.01 per share) in the fourth quarter associated with the prepayment.
As a result of this offering, the Company’s pro forma consolidated ratio of earnings to fixed charges for the nine months ended September 30, 2009 may decrease by more than ten percent.
Because more than 5% of the proceeds of this offering, not including underwriting compensation, may be received by affiliates of the underwriters in this offering, this offering is being conducted in compliance with NASD Rule 2720, as administered by the Financial Industry Regulatory Authority. Pursuant to NASD Rule 2720, the appointment of a qualified independent underwriter is not necessary in connection with this offering, as the offering is of debt securities that are investment grade rated.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT 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 PROSPECTUS IF YOU REQUEST IT BY CALLING BANC OF AMERICA SECURITIES LLC TOLL-FREE AT 1-800-294-1322, DEUTSCHE BANK SECURITIES INC. TOLL-FREE AT 1-800-503-4611 OR J.P. MORGAN SECURITIES INC. COLLECT AT 212-834-4533.
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