Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-262937
Issuer Free Writing Prospectus, dated March 3, 2022
American Medical Systems Europe B.V.
€3,000,000,000
Senior Notes Offering
Terms and Conditions – 3-Year Fixed Rate Notes
Issuer | American Medical Systems Europe B.V. |
Guarantor | Boston Scientific Corporation |
Note Type | Senior Notes |
Form of Offering | SEC Registered |
Ratings1 | Baa1/BBB/BBB (Stable/Positive/Positive) |
Principal Amount | €1,000,000,000 |
Trade Date | March 3, 2022 |
Settlement Date (T+3*) | March 8, 2022 |
Maturity Date | March 8, 2025 |
Coupon | 0.750% per annum |
Yield to Maturity | 0.756% per annum |
Price to Public | 99.982% |
Reference to Mid-Swaps Rate | 0.206% |
Spread to Mid-Swaps Rate | Plus 55 basis points |
Benchmark Bund | DBR 0.500% due February 15, 2025 |
Spread to Benchmark Bund | Plus 128.9 basis points |
Benchmark Bund Yield/Price | -0.533% / €103.075 |
* It is expected that delivery of the notes will be made to purchasers on or about March 8, 2022, 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 notes on the date of pricing 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.
Interest Payment Dates | Annually on March 8, beginning March 8, 2023 |
Par Call Date | On or after February 8, 2025 (the date that is one month 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 / ISIN | Common Code: 245476647 ISIN: XS2454766473 |
Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
Form of Notes** | Global Registered Form (NSS) |
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 BofA Securities Europe SA Citigroup Global Markets Europe AG Société Générale Wells Fargo Securities Europe S.A. Scotiabank (Ireland) Designated Activity Company DNB Markets, a division of DNB Bank ASA RBC Europe Limited TD Global Finance unlimited company BNP Paribas Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. U.S. Bancorp Investments, Inc. |
Co-Managers | Deutsche Bank Aktiengesellschaft Standard Chartered Intesa Sanpaolo S.p.A. Allied Irish Banks |
Terms and Conditions – 6-Year Fixed Rate Notes
Issuer | American Medical Systems Europe B.V. |
Guarantor | Boston Scientific Corporation |
Note Type | Senior Notes |
Form of Offering | SEC Registered |
Ratings1 | Baa1/BBB/BBB (Stable/Positive/Positive) |
Principal Amount | €750,000,000 |
Trade Date | March 3, 2022 |
Settlement Date (T+3*) | March 8, 2022 |
Maturity Date | March 8, 2028 |
Coupon | 1.375% per annum |
Yield to Maturity | 1.410% per annum |
Price to Public | 99.800% |
Reference to Mid-Swaps Rate | 0.480% |
Spread to Mid-Swaps Rate | Plus 93 basis points |
Benchmark Bund | DBR 0.500% due February 15, 2028 |
Spread to Benchmark Bund | Plus 165.6 basis points |
Benchmark Bund Yield/Price | -0.246% / €104.475 |
Interest Payment Dates | Annually on March 8, beginning March 8, 2023 |
Par Call Date | On or after February 8, 2028 (the date that is one month prior to the maturity date) |
Make-whole Call | Plus 25 basis points |
Stabilization | Stabilization/FCA |
Day Count Basis | ACTUAL/ACTUAL (ICMA) |
Minimum Denominations | €100,000 and integral multiples of €1,000 in excess thereof |
* It is expected that delivery of the notes will be made to purchasers on or about March 8, 2022, 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 notes on the date of pricing 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.
Common Code / ISIN | Common Code: 245243391 ISIN: XS2452433910 |
Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
Form of Notes** | Global Registered Form (NSS) |
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 BofA Securities Europe SA Citigroup Global Markets Europe AG Société Générale Wells Fargo Securities Europe S.A. Scotiabank (Ireland) Designated Activity Company DNB Markets, a division of DNB Bank ASA RBC Europe Limited TD Global Finance unlimited company BNP Paribas Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. U.S. Bancorp Investments, Inc. |
Co-Managers | Deutsche Bank Aktiengesellschaft Standard Chartered Intesa Sanpaolo S.p.A. Allied Irish Banks |
Terms and Conditions – 9-Year Fixed Rate Notes
Issuer | American Medical Systems Europe B.V. |
Guarantor | Boston Scientific Corporation |
Note Type | Senior Notes |
Form of Offering | SEC Registered |
Ratings1 | Baa1/BBB/BBB (Stable/Positive/Positive) |
Principal Amount | €750,000,000 |
Trade Date | March 3, 2022 |
Settlement Date (T+3*) | March 8, 2022 |
Maturity Date | March 8, 2031 |
Coupon | 1.625% per annum |
Yield to Maturity | 1.709% per annum |
Price to Public | 99.305% |
Reference to Mid-Swaps Rate | 0.659% |
Spread to Mid-Swaps Rate | Plus 105 basis points |
Benchmark Bund | DBR 0.000% due February 15, 2031 |
Spread to Benchmark Bund | Plus 178.0 basis points |
Benchmark Bund Yield/Price | -0.071% / €100.640 |
Interest Payment Dates | Annually on March 8, beginning March 8, 2023 |
Par Call Date | On or after December 8, 2030 (the date that is three months prior to the maturity date) |
Make-whole Call | Plus 30 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 / ISIN | Common Code: 245243464 ISIN: XS2452434645 |
Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
Form of Notes** | Global Registered Form (NSS) |
Trustee | U.S. Bank Trust Company, National Association |
Registrar and Paying Agent | Elavon Financial Services DAC |
* It is expected that delivery of the notes will be made to purchasers on or about March 8, 2022, 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 notes on the date of pricing 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.
** The notes are being issued under the New Safekeeping Structure (the “NSS”) and are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intraday credit and monetary policy operations.
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 BofA Securities Europe SA Citigroup Global Markets Europe AG Société Générale Wells Fargo Securities Europe S.A. Scotiabank (Ireland) Designated Activity Company DNB Markets, a division of DNB Bank ASA RBC Europe Limited TD Global Finance unlimited company BNP Paribas Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. U.S. Bancorp Investments, Inc. |
Co-Managers | Deutsche Bank Aktiengesellschaft Standard Chartered Intesa Sanpaolo S.p.A. Allied Irish Banks |
Terms and Conditions – 12-Year Fixed Rate Notes
Issuer | American Medical Systems Europe B.V. |
Guarantor | Boston Scientific Corporation |
Note Type | Senior Notes |
Form of Offering | SEC Registered |
Ratings1 | Baa1/BBB/BBB (Stable/Positive/Positive) |
Principal Amount | €500,000,000 |
Trade Date | March 3, 2022 |
Settlement Date (T+3*) | March 8, 2022 |
* It is expected that delivery of the notes will be made to purchasers on or about March 8, 2022, 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 notes on the date of pricing 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.
** The notes are being issued under the New Safekeeping Structure (the “NSS”) and are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intraday credit and monetary policy operations.
Maturity Date | March 8, 2034 |
Coupon | 1.875% per annum |
Yield to Maturity | 1.993% per annum |
Price to Public | 98.752% |
Reference to Mid-Swaps Rate | 0.793% |
Spread to Mid-Swaps Rate | Plus 120 basis points |
Benchmark Bund | DBR 0.000% due August 15, 2031 |
Spread to Benchmark Bund | Plus 202.3 basis points |
Benchmark Bund Yield/Price | -0.030% / €100.285 |
Interest Payment Dates | Annually on March 8, beginning March 8, 2023 |
Par Call Date | On or after December 8, 2033 (the date that is three months prior to the maturity date) |
Make-whole Call | Plus 30 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 / ISIN | Common Code: 245243529 ISIN: XS2452435295 |
Clearing and Settlement | Clearstream Banking S.A. / Euroclear Bank SA/NV |
Form of Notes** | Global Registered Form (NSS) |
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 BofA Securities Europe SA Citigroup Global Markets Europe AG Société Générale Wells Fargo Securities Europe S.A. Scotiabank (Ireland) Designated Activity Company DNB Markets, a division of DNB Bank ASA RBC Europe Limited TD Global Finance unlimited company BNP Paribas Goldman Sachs & Co. LLC MUFG Securities (Europe) N.V. U.S. Bancorp Investments, Inc. |
Co-Managers | Deutsche Bank Aktiengesellschaft Standard Chartered Intesa Sanpaolo S.p.A. Allied Irish Banks |
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, BofA Securities Europe SA toll-free at (800) 294-1322 or Citigroup Global Markets Europe AG toll-free at (800) 831-9146.
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