Medtronic Announces the Pricing Terms of its Cash Tender Offers for Certain Outstanding Debt Securities Issued by Medtronic, Inc. and Covidien International Finance S.A.
DUBLIN - March 6, 2019 - Medtronic plc (the "Company") (NYSE:MDT) today announced the pricing terms of the previously-announced cash tender offers by its wholly-owned subsidiaries, Medtronic, Inc. and Covidien International Finance S.A. ("CIFSA" and, together with Medtronic, Inc., the "Offerors"), for any and all (the "Any and All Tender Offers") of the $3.1 billion in aggregate principal amount of the outstanding Notes listed in Table 1 below (the "Any and All Notes") and up to $3.7 billion (the "Aggregate Maximum Purchase Price") 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) (the "Maximum Tender Offers" and, collectively with the Any and All Tender Offers, the "Tender Offers") for the outstanding Notes listed in Table 2 below (the "Maximum Tender Offer Notes," and, collectively with the Any and All Notes, the "Notes").
The terms of the Tender Offers are described in the Offer to Purchase, dated February 20, 2019 (the "Offer to Purchase"), and remain unchanged except by (i) the previously announced increases of the Aggregate Maximum Purchase Price and the Series Tender Cap and (ii) the Company's anticipated acceptance of additional Maximum Tender Offer Notes pursuant to its right to accept up to an additional 2% of the applicable securities without extending the Tender Offers, resulting in effective increases of the Aggregate Maximum Purchase Price to approximately $3.8 billion and the Series Tender Cap to approximately $90.5 million.
The applicable Total Consideration for each series of Notes is based on the applicable reference yield plus a fixed spread, in each case as set forth in the tables below, and is payable to holders of the Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on March 5, 2019 (the "Early Tender Deadline") and whose Notes are accepted for purchase by the applicable Offeror. The Reference Yields listed in the tables were determined at 11:00 a.m., New York City time, on March 6, 2019 by the lead dealer managers (identified below). The applicable Total Consideration for each series of Notes includes an early tender premium of $30 per $1,000 principal amount of Notes validly tendered and not validly withdrawn by such holders and accepted for purchase by the applicable Offerors (the "Early Tender Premium").
Table 1: Any and All Notes
|2.500% Senior Notes due 2020||585055BG0||Medtronic, Inc.||1.625% U.S.T. due 3/15/20||2.568%||15||$1,000.00||$1,768,138,000|
|4.20% Senior Notes due 2020||22303QAL4||Covidien International Finance S.A.||1.500% U.S.T. due 6/15/20||2.584%||15||$1,018.02||$350,090,000|
Table 2: Maximum Tender Offer Notes