On May 20, 2020 Boston Scientific Corporation (NYSE: BSX) reported that it has commenced concurrent offerings of $750.0 million of shares of its common stock ("Common Stock") and $750.0 million of shares of its Series A Mandatory Convertible Preferred Stock ("Mandatory Convertible Preferred Stock" and, together with the Common Stock, the "securities"), subject to market and other conditions (the "offerings") (Press release, Boston Scientific, MAY 20, 2020, View Source [SID1234558324]). Boston Scientific expects to grant the underwriters separate 30-day options to purchase up to an additional $112.5 million of shares of Common Stock and up to an additional $112.5 million of shares of Mandatory Convertible Preferred Stock.

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Boston Scientific intends to use a portion of the combined net proceeds from the offerings to repay in full the remaining $750.0 million outstanding under its $1.25 billion term loan credit facility maturing on April 2021 and to pay related fees, expenses and premiums, after which it will be terminated. The remaining proceeds will be used for general corporate purposes, which may include refinancing or repayment of other outstanding indebtedness and funding potential future acquisitions and investments.

Each share of Mandatory Convertible Preferred Stock will have a liquidation preference of $100.00 per share. Unless earlier converted, each share of Mandatory Convertible Preferred Stock will automatically convert into a variable number of shares of Common Stock on or around June 1, 2023. The conversion rates, dividend rate and the other terms of the Mandatory Convertible Preferred Stock will be determined at the time of pricing.

The closing of each offering is not contingent upon the closing of the other offering.

J.P. Morgan and BofA Securities are acting as joint book-running managers for the offerings.

The offerings are being made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the "SEC"). Each offering will be made by means of a prospectus and related preliminary prospectus supplement only. An electronic copy of each preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of each preliminary prospectus supplement and accompanying prospectus relating to either offering or information concerning this offering may be obtained by contacting the joint book-running managers: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204, Email: [email protected]; or BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected].

Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.