Covidien International Finance S.A. develops, manufactures, and sells healthcare products for use in clinical and home settings. The company operates in three segments: Medical Devices, Pharmaceutical Products, and Medical Supplies. The Medical Devices segment develops, manufactures, and sells endomechanical instruments, energy devices, soft tissue repair products, vascular products, oximetry and monitoring products, airway and ventilation products, and other medical products. The Pharmaceutical Products segment is involved in the development, manufacture, and distribution of specialty pharmaceuticals, active pharmaceutical ingredients, contrast products, and radiopharmaceuticals. The Medica...
3b Boulevard Prince Henri
Medtronic, Inc. and Covidien International Finance S.A. Commence Cash Tender Offer of Senior Notes
Mar 31 16
Medtronic plc announced the commencement of a cash tender offer by its wholly-owned subsidiaries, Medtronic, Inc. and Covidien International Finance S.A., for up to $2.75 billion 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 Offer) of CIFSA's 6.550% Senior Notes due 2037 and 2.950% Senior Notes due 2023 and Medtronic, Inc.'s 4.000% Senior Notes due 2043, 2.750% Senior Notes due 2023, 4.450% Senior Notes due 2020, 4.375% Senior Notes due 2035 and 2.500% Senior Notes due 2020. The purpose of the Tender Offer is to reduce the level of the company's indebtedness, consistent with the capital allocation plans announced by the company on January 11, 2016. The company continues to target an A credit profile. The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated March 31, 2016 and the related Letter of Transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on April 27, 2016, unless extended or earlier terminated by the Offerors. Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 13, 2016, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law. The consideration paid in the Tender Offer for each series of Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security and in the Offer to Purchase. Holders of Notes that are validly tendered and not withdrawn at or prior to the Early Tender Deadline and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase. Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable Tender Offer Consideration" per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 11:00 a.m., New York City time, on April 14, 2016, unless extended by the Offerors. Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline is expected to be April 15, 2016, two business days following the Early Tender Deadline (the Early Settlement Date"). The settlement date for Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be April 28, 2016, one business day following the Expiration Date, assuming the Maximum Tender Amount is not purchased on the Early Settlement Date.