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Boston Scientific Corp. | 5.5% Mandatory Convertible Prfd Stock Ser A Due 6/1/2023 (BSX.PRA)
Prospectus excerpt: We are offering 8,750,000 shares of our 5.50% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the "Mandatory Convertible Preferred Stock"). Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or an authorized committee thereof, at an annual rate of 5.50% of the liquidation preference of $100.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.01 per share, or in any combination of cash and shares of our common stock on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2020, and ending on, and including, June 1, 2023. Until we amend or terminate our existing credit agreements that contain a restriction on our ability to pay cash dividends on our capital stock, or such restrictions are no longer effective under the terms of such credit agreements, we will pay the relevant dividend in shares of our common stock. There is no assurance that we will be successful in amending or terminating our existing credit agreements that contain a restriction on our ability to pay cash dividends on our capital stock. See "Summary—Recent Developments" and "Risk Factors—Risks Relating to the Mandatory Convertible Preferred Stock and Our Common Stock—Our ability to declare and pay dividends on our capital stock, including the Mandatory Convertible Preferred Stock, may be limited and is prohibited by the terms of our existing credit agreements." Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $100.00. Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically and mandatorily convert on the second business day immediately following the last Trading Day (as defined herein) of the Settlement Period (as defined herein) into between 2.3834 and 2.9197 shares of our common stock, each subject to anti-dilution adjustments (respectively, the "Minimum Conversion Rate" and "Maximum Conversion Rate"). The number of shares of our common stock issuable on conversion of the Mandatory Convertible Preferred Stock will be determined based on the Average VWAP (as defined herein) per share of our common stock over the 20 consecutive Trading Day period commencing on, and including, the 21st Scheduled Trading Day (as defined herein) immediately preceding June 1, 2023. At any time prior to June 1, 2023, holders may elect to convert each share of the Mandatory Convertible Preferred Stock into shares of common stock at the Minimum Conversion Rate. If you elect to convert any shares of the Mandatory Convertible Preferred Stock during the Fundamental Change Conversion Period (as defined herein), such shares of the Mandatory Convertible Preferred Stock will be converted into shares of our common stock at the Fundamental Change Conversion Rate (as defined herein), and you will also be entitled to receive a Fundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount (each as defined herein). Full Prospectus PDF », Secondary Prospectus PDF », BSX Page »
Series: | A | Alternate symbology: | BSX-A, BSX-PA, BSXprA | Redeemable?: | Yes | Maturity Date: | 6/1/2023 | Cumulative?: | No | Conversion Ratio: | 2.3834 - 2.91197 | Conversion Price: | $34.79 - $41.96 | Shares Offered: | 8,750,000 | Overallotment: | 1,312,500 | Liquidation Preference: | $100.00 | Original Coupon: | 5.50% | Pay Period: | Quarterly | Pay Dates: | 1-Mar, 1-Jun, 1-Sep, 1-Dec | CDx3 Compliance Rating: |
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Boston Scientific develops, manufactures and markets medical devices used in a range of interventional medical specialties. Co.'s MedSurg segment includes: Endoscopy, which develops and manufactures devices to diagnose and treat a range of gastrointestinal and pulmonary conditions; and Urology and Pelvic Health, which develops and manufactures devices to treat urological and pelvic conditions, including kidney stones, benign prostatic hyperplasia, prostate cancer, erectile dysfunction, incontinence and pelvic floor disorders. Co.'s Rhythm and Neuro segment develops and manufactures a range of implantable devices that monitor the heart and deliver electricity to treat cardiac abnormalities. Preferred: BSX.PRA Open the BSX Information Page »
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