Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-262937
Issuer Free Writing Prospectus, dated February 22, 2024
American Medical Systems Europe B.V.
€2,000,000,000
Senior Notes Offering
Terms and Conditions – 5-Year Fixed Rate Notes
| Issuer | American Medical Systems Europe B.V. (the “Issuer”) |
| Guarantor | Boston Scientific Corporation (“Boston Scientific”) |
| Note Type | Senior Notes |
| Form of Offering | SEC Registered |
| Ratings1 | Baa1 / BBB+ / BBB+ (Stable/Stable/Stable) |
| Principal Amount | €750,000,000 |
| Trade Date | February 22, 2024 |
| Settlement Date (T+3*) | February 27, 2024 |
| Maturity Date | March 8, 2029 |
| Coupon | 3.375% per annum |
| Yield to Maturity | 3.455% per annum |
| Price to Public | 99.635% |
| Reference to Mid-Swaps Rate | 2.805% |
| Spread to Mid-Swaps Rate | Plus 65 basis points |
| Benchmark Bund | DBR 0.250% due February 15, 2029 |
| Spread to Benchmark Bund | Plus 106.7 basis points |
| Benchmark Bund Yield/Price | 2.388% / €90.09 |
| Interest Payment Dates | Annually on March 8, beginning March 8, 2025 |
| Par Call Date | On or after December 8, 2028 (the date that is three months prior to the maturity date) |
* It is expected that delivery of the notes will be made to purchasers on or about February 27, 2024, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), 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 the notes on any date prior to two business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, 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.
| Make-whole Call | Plus 20 basis points |
| Special Mandatory Redemption | If (i) the Axonics Acquisition (as defined in the preliminary prospectus supplement related to the notes) is not consummated on or before the later of (x) January 8, 2025 (as such date may be extended in accordance with the Merger Agreement (as defined in the preliminary prospectus supplement related to the notes) to no later than January 8, 2026) and (y) the date that is five business days after any later date to which Boston Scientific and Axonics, Inc. may agree to extend the “Outside Date” in the Merger Agreement or (ii) the Issuer notifies the trustee under the indenture that Boston Scientific will not pursue consummation of the Axonics Acquisition, the Issuer will be required to redeem the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the preliminary prospectus supplement related to the notes). |
| Stabilization | Stabilization/FCA |
| Day Count Basis | ACTUAL/ACTUAL (ICMA) |
| Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
| Common Code / ISIN | Common Code: 277226642 ISIN: XS2772266420 |
| Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
| Trustee | U.S. Bank Trust Company, National Association |
| Registrar and Paying Agent | Elavon Financial Services DAC |
| Expected Listing | Application will be made to list the notes on the Official List of the Irish Stock Exchange plc for trading as Euronext Dublin and to admit the notes to trading on the Global Exchange Market thereof |
| Joint Bookrunners | Barclays Bank PLC Citigroup Global Markets Europe AG Société Générale BofA Securities Europe SA Wells Fargo Securities Europe S.A. BNP Paribas Deutsche Bank Aktiengesellschaft Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. RBC Europe Limited Scotiabank (Ireland) Designated Activity Company Standard Chartered Bank TD Global Finance unlimited company |
Terms and Conditions – 8-Year Fixed Rate Notes
| Issuer | American Medical Systems Europe B.V. (the “Issuer”) |
| Guarantor | Boston Scientific Corporation (“Boston Scientific”) |
| Note Type | Senior Notes |
| Form of Offering | SEC Registered |
| Ratings1 | Baa1 / BBB+ / BBB+ (Stable/Stable/Stable) |
| Principal Amount | €1,250,000,000 |
| Trade Date | February 22, 2024 |
| Settlement Date (T+3*) | February 27, 2024 |
| Maturity Date | March 8, 2032 |
| Coupon | 3.500% per annum |
| Yield to Maturity | 3.544% per annum |
| Price to Public | 99.696% |
| Reference to Mid-Swaps Rate | 2.744% |
| Spread to Mid-Swaps Rate | Plus 80 basis points |
| Benchmark Bund | DBR 0.000% due February 15, 2032 |
| Spread to Benchmark Bund | Plus 120 basis points |
| Benchmark Bund Yield/Price | 2.344% / €83.14 |
| Interest Payment Dates | Annually on March 8, beginning March 8, 2025 |
| Par Call Date | On or after December 8, 2031 (the date that is three months prior to the maturity date) |
| Make-whole Call | Plus 20 basis points |
* It is expected that delivery of the notes will be made to purchasers on or about February 27, 2024, which is the third business day following the date of pricing of the notes (such settlement cycle referred to as T+3), 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 the notes on any date prior to two business days before delivery of the notes will be required, by virtue of the fact that the notes will settle in T+3, 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.
| Special Mandatory Redemption | If (i) the Axonics Acquisition (as defined in the preliminary prospectus supplement related to the notes) is not consummated on or before the later of (x) January 8, 2025 (as such date may be extended in accordance with the Merger Agreement (as defined in the preliminary prospectus supplement related to the notes) to no later than January 8, 2026) and (y) the date that is five business days after any later date to which Boston Scientific and Axonics, Inc. may agree to extend the “Outside Date” in the Merger Agreement or (ii) the Issuer notifies the trustee under the indenture that Boston Scientific will not pursue consummation of the Axonics Acquisition, the Issuer will be required to redeem the notes at a special mandatory redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (as defined in the preliminary prospectus supplement related to the notes). |
| Stabilization | Stabilization/FCA |
| Day Count Basis | ACTUAL/ACTUAL (ICMA) |
| Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
| Common Code / ISIN | Common Code: 277226669 ISIN: XS2772266693 |
| Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
| Trustee | U.S. Bank Trust Company, National Association |
| Registrar and Paying Agent | Elavon Financial Services DAC |
| Expected Listing | Application will be made to list the notes on the Official List of the Irish Stock Exchange plc for trading as Euronext Dublin and to admit the notes to trading on the Global Exchange Market thereof |
| Joint Bookrunners | Barclays Bank PLC Citigroup Global Markets Europe AG Société Générale BofA Securities Europe SA Wells Fargo Securities Europe S.A. BNP Paribas Deutsche Bank Aktiengesellschaft Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. RBC Europe Limited Scotiabank (Ireland) Designated Activity Company Standard Chartered Bank TD Global Finance unlimited company |
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 and UK MiFIR professional clients and ECPs only/No PRIIPs KID: Manufacturer target market (MiFID II and UK MiFIR 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 or the United Kingdom.
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, Citigroup Global Markets Europe AG toll-free at (800) 831-9146 or Société Générale toll-free at (855)-881-2108.
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