Boston Scientific Corp S-3ASR, filed Feb 18, 2025

Boston Scientific Corp (BSX)

S-3ASR 2025-02-18

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	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
FORWARD-LOOKING STATEMENTS		3
RISK FACTORS		4
BOSTON SCIENTIFIC CORPORATION		5
AMERICAN MEDICAL SYSTEMS EUROPE B.V.		5
USE OF PROCEEDS		6
DESCRIPTION OF DEBT SECURITIES		7
PLAN OF DISTRIBUTION		19
LEGAL MATTERS		21
EXPERTS		21

	Amount
SEC registration fee		(1)
Printing and engraving expenses		(2)
Legal fees and expenses		(2)
Accounting fees and expenses		(2)
Ratings agency fees and expenses		(2)
Trustee expenses		(2)
Stock exchange listing fees		(2)
Miscellaneous		(2)
Total		(2)

	*1.1			Debt Securities Underwriting Agreement-Basic Provisions.
	3.1			Third Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-11083)).
	3.2			Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.1, Current report on Form 8-K dated May 10, 2024 (File No. 1-11083)).
	4.1			Form of Indenture among Boston Scientific Corporation, American Medical Systems Europe B.V. and the other Issuers and Guarantors, as applicable, named therein and U.S. Bank Trust Company, National Association, as Trustee.
	*4.2			Form of Debt Securities.
	4.3			Indenture dated as of June 25, 2004, between the Company and JPMorgan Chase Bank, as Trustee (incorporated herein by reference to Exhibit 4.1, Current Report on Form 8-K dated June 25, 2004, File No. 1-11083).
	4.4			Indenture dated as of November 18, 2004, between the Company and J.P. Morgan Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1, Current Report on Form 8-K dated November 18, 2004, File No. 1-11083).
	4.5			Second Supplemental Indenture dated as of April 21, 2006 (incorporated herein by reference to Exhibit 99.6, Current Report on Form 8-K dated April 21, 2006, File No. 1-11083).
	4.6			Form of Global Security for the 6.25% Notes due 2035 in the aggregate principal amount of $350,000,000, and forms of notice to holders thereof (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated November 17, 2005, Exhibit 99.7, Current Report on Form 8-K dated April 21, 2006, and Exhibit 99.2, Current Report on Form 8-K dated October 27, 2021, each File No. 1-11083).
	4.7			Indenture dated as of June 1, 2006, between the Company and JPMorgan Chase Bank, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1, Current Report on Form 8-K dated June 9, 2006, File No. 1-11083).
	4.8			7.375% Senior Note due January 15, 2040 in the aggregate principal amount of $300,000,000 (incorporated herein by reference to Exhibit 4.4, Current Report on Form 8-K dated December 10, 2009, File No. 1-11083).
	4.9			Indenture dated as of May 29, 2013, between the Company and U.S. Bank Association, as Trustee (incorporated herein by reference to Exhibit 4.1, Registration Statement on Form S-3 (File No 333-188918) filed on May 29, 2013).
	4.10			4.000% Senior Note due 2028 (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated February 26, 2018, File No. 1-11083).
	4.11			3.750% Senior Note due 2026 (incorporated herein by reference to Exhibit 4.3, Current Report on Form 8-K dated February 21, 2019, File No. 1-11083).
	4.12			4.000% Senior Note due 2029 (incorporated herein by reference to Exhibit 4.4, Current Report on Form 8-K dated February 21, 2019, File No. 1-11083).
	4.13			4.550% Senior Note due 2039 (incorporated herein by reference to Exhibit 4.5, Current Report on Form 8-K dated February 21, 2019, File No. 1-11083).
	4.14			4.700% Senior Note due 2049 (incorporated herein by reference to Exhibit 4.6, Current Report on Form 8-K dated February 21, 2019, File No. 1-11083).
	4.15			Form of 0.625% Senior Note due 2027 (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated November 6, 2019, File No. 1-11083).
	4.16			Form of 1.900% Senior Note due 2025 (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated May 14, 2020, File No. 1-11083).
	4.17			Form of 2.650% Senior Note due 2030 (incorporated herein by reference to Exhibit 4.3, Current Report on Form 8-K dated May 14, 2020, File No. 1-11083).

	4.18			Indenture dated as of March 3, 2022, among American Medical Systems Europe B.V., Boston Scientific Corporation and U.S. Bank Trust Company, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1, Current Report on Form 8-K dated March 8, 2022, File No. 1-11083).
	4.19			Form of 0.750% Senior Note due 2025 (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated March 8, 2022, File No. 1-11083).
	4.20			Form of 1.375% Senior Note due 2028 (incorporated herein by reference to Exhibit 4.3, Current Report on Form 8-K dated March 8, 2022, File No. 1-11083).
	4.21			Form of 1.625% Senior Note due 2031 (incorporated herein by reference to Exhibit 4.4, Current Report on Form 8-K dated March 8, 2022, File No. 1-11083).
	4.22			Form of 1.875% Senior Note due 2034 (incorporated herein by reference to Exhibit 4.5, Current Report on Form 8-K dated March 8, 2022, File No. 1-11083).
	4.23			Form of 3.375% Senior Note due 2029 (incorporated herein by reference to Exhibit 4.2, Current Report on Form 8-K dated February 22, 2024, File No. 1-11083).
	4.24			Form of 3.500% Senior Note due 2032 (incorporated herein by reference to Exhibit 4.3, Current Report on Form 8-K dated February 22, 2024, File No. 1-11083).
	5.1			Opinion of Allen Overy Shearman Sterling US LLP.
	5.2			Opinion of Baker & McKenzie Amsterdam N.V.
	23.1			Consent of Ernst & Young LLP, independent registered public accounting firm.
	23.2			Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1).
	23.3			Consent of Baker & McKenzie Amsterdam N.V. (included in Exhibit 5.2).
	24.1			Powers of Attorney (included in signature pages).
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank Trust Company, National Association, as Trustee for the Debt Securities.
	107			Filing Fee Table.

	Name and Signature			Title
	/s/ MICHAEL F. MAHONEY Michael F. Mahoney			Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
	/s/ DANIEL J. BRENNAN Daniel J. Brennan			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ EMILY WOODWORTH Emily Woodworth			Senior Vice President, Global Controller, and Chief Accounting Officer (Principal Accounting Officer)
	/s/ CHARLES J. DOCKENDORFF Charles J. Dockendorff			Director
	/s/ YOSHIAKI FUJIMORI Yoshiaki Fujimori			Director
	/s/ DAVID C. HABIGER David C. Habiger			Director
	/s/ EDWARD J. LUDWIG Edward J. Ludwig			Director

	Name and Signature			Title
	/s/ JESSICA L. MEGA Jessica L. Mega			Director
	/s/ SUSAN E. MORANO Susan E. Morano			Director
	/s/ CHERYL PEGUS Cheryl Pegus			Director
	/s/ JOHN E. SUNUNU John E. Sununu			Director
	/s/ DAVID S. WICHMANN David S. Wichmann			Director
	/s/ ELLEN M. ZANE Ellen M. Zane			Director

Trust Indenture Act Section		Indenture Section

Sec. 310(a)(1)		607
(a)(2)		607
(b)		608
Sec. 312(c)		701
Sec. 314(a)		703
(a)(4)		1004
(c)(1)		102
(c)(2)		102
(e)		102
Sec. 315(b)		601
Sec. 316(a)(last sentence)		101 (“Outstanding”)
(a)(1)(A)		502, 512
(a)(1)(B)		513
(b)		508
(c)		104(c)
Sec. 317(a)(1)		503
(a)(2)		504
(b)		1003
Sec. 318(a)		111

PARTIES		1
RECITALS		1

Article One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.	Definitions	1
Section 102.	Compliance Certificates and Opinions	13
Section 103.	Form of Documents Delivered to Trustee	13
Section 104.	Acts of Holders	14
Section 105.	Notices, etc. to Trustee and Company, any Issuer and any Guarantor	15
Section 106.	Notice to Holders; Waiver	16
Section 107.	Effect of Headings and Table of Contents	17
Section 108.	Successors and Assigns	17
Section 109.	Separability Clause	17
Section 110.	Counterpart Originals	17
Section 111.	Benefits of Indenture	17
Section 112.	Governing Law	17
Section 113.	Legal Holidays	17
Section 114.	No Recourse	18
Section 115.	Submission to Jurisdiction	18
Section 116.	Dutch Law Power of Attorney	19
Section 117.	Waiver of Immunity	19
Section 118.	Judgment Currency	19
Section 119.	Waiver of Jury Trial	19

Article Two

SECURITY FORMS

Section 201.	Forms Generally	20
Section 202.	Form of Trustee’s Certificate of Authentication; Form of Registrar’s Certificate of Authentication	20
Section 203.	Securities Issuable in Global Form	21
Section 204.	Additional Responsibilities of the Paying Agent Regarding Securities Issued in Global Form under the New Safekeeping Structure	22

Article Three

THE SECURITIES

Section 301.	Amount Unlimited; Issuable in Series	23
Section 302.	Denominations	28
Section 303.	Execution, Authentication, Delivery and Dating	28
Section 304.	Temporary Securities	31
Section 305.	Registration, Registration of Transfer and Exchange	33
Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	37
Section 307.	Payment of Interest; Interest Rights Preserved; Optional Interest Reset	39
Section 308.	Optional Extension of Stated Maturity	41
Section 309.	Persons Deemed Owners	42
Section 310.	Cancellation	42
Section 311.	Computation of Interest	43
Section 312.	Currency and Manner of Payments in Respect of Securities	43
Section 313.	Appointment and Resignation of Successor Exchange Rate Agent	47

Article Four

SATISFACTION AND DISCHARGE

Section 401.	Satisfaction and Discharge of Indenture	47
Section 402.	Application of Trust Money	48

Article Five

REMEDIES

Section 501.	Events of Default	49
Section 502.	Acceleration of Maturity; Rescission and Annulment	50
Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	51
Section 504.	Trustee May File Proofs of Claim	52
Section 505.	Trustee May Enforce Claims Without Possession of Securities	53
Section 506.	Application of Money Collected	53
Section 507.	Limitation on Suits	53
Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	54
Section 509.	Restoration of Rights and Remedies	54
Section 510.	Rights and Remedies Cumulative	54
Section 511.	Delay or Omission Not Waiver	54
Section 512.	Control by Holders	55
Section 513.	Waiver of Past Defaults	55
Section 514.	Waiver of Stay or Extension Laws	55

Article Six

THE TRUSTEE

Section 601.	Notice of Defaults	56
Section 602.	Certain Duties, Responsibilities and Rights of Trustee	56
Section 603.	Trustee Not Responsible for Recitals or Issuance of Securities	59
Section 604.	May Hold Securities	59
Section 605.	Money Held in Trust	59
Section 606.	Compensation and Reimbursement	60
Section 607.	Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification	61
Section 608.	Resignation and Removal; Appointment of Successor	61
Section 609.	Acceptance of Appointment by Successor	62
Section 610.	Merger, Conversion, Consolidation or Succession to Business	63
Section 611.	Appointment of Authenticating Agent	64

Article Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.	Disclosure of Names and Addresses of Holders	66
Section 702.	Reports by Trustee	66
Section 703.	Reports by Company	66

Article Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.	Company and Issuer May Consolidate, etc., Only on Certain Terms	67
Section 802.	Successor Person Substituted	68

Article Nine

SUPPLEMENTAL INDENTURES

Section 901.	Supplemental Indentures Without Consent of Holders	68
Section 902.	Supplemental Indentures with Consent of Holders	70
Section 903.	Execution of Supplemental Indentures	71
Section 904.	Effect of Supplemental Indentures	71
Section 905.	Conformity with Trust Indenture Act	71
Section 906.	Reference in Securities to Supplemental Indentures	71
Section 907.	Notice of Supplemental Indentures	72
Section 908.	Effect on Senior Indebtedness	72

Article Ten

COVENANTS

Section 1001.	Payment of Principal, Premium, if any, and Interest	72
Section 1002.	Maintenance of Office or Agency	72
Section 1003.	Money for Securities Payments to Be Held in Trust	74
Section 1004.	Statement as to Compliance	75
Section 1005.	Additional Amounts	75
Section 1006.	Payment of Taxes and Other Claims	76
Section 1007.	Maintenance of Principal Properties	76
Section 1008.	Corporate Existence	77
Section 1009.	Limitation on Liens	77
Section 1010.	Waiver of Certain Covenants	78

Article Eleven

REDEMPTION OF SECURITIES

Section 1101.	Applicability of Article	78
Section 1102.	Election to Redeem; Notice to Trustee	78
Section 1103.	Selection by Trustee of Securities to Be Redeemed	79
Section 1104.	Notice of Redemption	79
Section 1105.	Deposit of Redemption Price	80
Section 1106.	Securities Payable on Redemption Date	81
Section 1107.	Securities Redeemed in Part	81
Section 1108.	Optional Redemption Due to Changes in Tax Treatment	82

Article Twelve

SINKING FUNDS

Section 1201.	Applicability of Article	82
Section 1202.	Satisfaction of Sinking Fund Payments with Securities	83
Section 1203.	Redemption of Securities for Sinking Fund	83

Article Thirteen

REPAYMENT AT OPTION OF HOLDERS

Section 1301.	Applicability of Article	84
Section 1302.	Repayment of Securities	84
Section 1303.	Exercise of Option	84
Section 1304.	When Securities Presented for Repayment Become Due and Payable	85
Section 1305.	Securities Repaid in Part	86

Article Fourteen

DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.	Issuer’s Option to Effect Defeasance or Covenant Defeasance	86
Section 1402.	Defeasance and Discharge	86
Section 1403.	Covenant Defeasance	87
Section 1404.	Conditions to Defeasance or Covenant Defeasance	87
Section 1405.	Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	89
Section 1406.	Reinstatement	90

Article Fifteen

MEETINGS OF HOLDERS OF SECURITIES

Section 1501.	Purposes for Which Meetings May Be Called	90
Section 1502.	Call, Notice and Place of Meetings	90
Section 1503.	Persons Entitled to Vote at Meetings	91
Section 1504.	Quorum; Action	91
Section 1505.	Determination of Voting Rights; Conduct and Adjournment of Meetings	92
Section 1506.	Counting Votes and Recording Action of Meetings	93

Article Sixteen

SUBORDINATION OF SECURITIES AND GUARANTEES

Section 1601.	Agreement to Subordinate	93
Section 1602.	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	94
Section 1603.	No Payment on Securities in Event of Default on Senior Indebtedness	96
Section 1604.	Payments on Securities Permitted	96
Section 1605.	Authorization of Holders to Trustee to Effect Subordination	96
Section 1606.	Notices to Trustee	96
Section 1607.	Trustee as Holder of Senior Indebtedness	97
Section 1608.	Modifications of Terms of Senior Indebtedness	97
Section 1609.	Reliance on Judicial Order or Certificate of Liquidating Agent	97
Section 1610.	Satisfaction and Discharge; Defeasance and Covenant Defeasance	97

Article Seventeen

Guarantee

Section 1701.	Guarantors’ Guarantee	98
Section 1702.	Severability	99
Section 1703.	Priority of Guarantee	99

Section 1704.	Waiver by Guarantors	99
Section 1705.	Limitation of Guarantors’ Liability	99
Section 1706.	Subrogation	100
Section 1707.	Reinstatement	100
Section 1708.	Release of Guarantees	100
Section 1709.	Benefits Acknowledged	100

Article Eighteen

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

Section 1801.	Exemption from Individual Liability	101

EXHIBIT A	FORMS OF CERTIFICATION
EXHIBIT B	FORM OF SUPPLEMENTAL INDENTURE

	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
	as Trustee

	By:
		Authorized Signatory

	[INSERT NAME OF SECURITY REGISTRAR FOR APPLICABLE SERIES OF SECURITIES],
	as Security Registrar

	By:
		Authorized Signatory

	[INSERT NAME OF COMMON SAFEKEEPER FOR APPLICABLE SERIES OF SECURITIES],
	as Common Safekeeper

	U.S. Bank Trust Company, National Association,
	as Trustee

	By:
		as Authenticating Agent

	By:
		Authorized Officer

	[EUROCLEAR BANK S.A./N.V.]
	[CLEARSTREAM]
	[[ ], AS COMMON SAFEKEEPER]

Asia	American Medical Systems Europe B.V. Vestastraat 6 6468 EX Kerkrade The Netherlands (the “Addressee”) 18 February 2025 10002148-51289292/458372522-v5\EMEA_DMS/PHS/MIP1 Re: American Medical Systems Europe B.V. Dear Addressee, I. Introduction We are acting as special Dutch legal counsel (advocaten) to American Medical Systems Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, its registered office at Vestastraat 6, 6468 EX Kerkrade, The Netherlands, and registered with the trade register of the Chamber of Commerce (“Chamber of Commerce”, Kamer van Koophandel) under number 34185686 (“AMS Europe”) in connection with a Registration Statement on Form S-3, dated 18 February 2025 (the “Registration Statement”) filed under the Securities Act of 1933, as amended from time to time (the “Securities Act”) by AMS Europe and Boston Scientific Corporation (“Boston Scientific”, and together with AMS Europe, the “Registrants”) on 18 February 2025. The Registration Statement relates to, among other things, the issuance and sale from time to time, pursuant to Rule 415 under the Securities Act, of an unspecified amount of debt securities (the “Debt Securities”) and guarantees of the Debt Securities (the “Guarantees” and, together with the Debt Securities, the “Securities”) by either of the Registrants. II. Role Our role in respect of the Documents (as defined below) has been limited to the issuing of this opinion letter. We have not been involved in drafting or negotiating any documents or agreements cross-referred to in any of the Documents, save for the drafting of the Board Resolution (as defined below). Accordingly, we assume no responsibility for the adequacy of any of the other Documents.
Pacific
Bangkok
Beijing
Hanoi
Ho Chi Minh City
Hong Kong
Jakarta
Kuala Lumpur
Manila
Melbourne
Shanghai
Singapore
Sydney
Taipei
Tokyo
Europe &
Middle East
Abu Dhabi
Almaty
Amsterdam
Antwerp
Bahrain
Baku
Barcelona
Berlin
Brussels
Budapest
Cairo
Doha
Dusseldorf
Frankfurt/ Main
Geneva
Istanbul
Kyiv
London
Luxembourg
Madrid
Milan
Munich
Paris
Prague
Riyadh
Rome
Stockholm
Vienna
Warsaw
Zurich
North & South
America
Bogota
Brasilia*
Buenos Aires
Caracas
Chicago
Dallas
Guadalajara
Houston
Juarez
Mexico City
Miami
Monterrey
New York
Palo Alto
Porto Alegre*
Rio de Janeiro*
San Diego
San Francisco
Santiago
Sao Paulo*
Tijuana
Toronto
Valencia
Washington, DC
*Associated Firm

Delaware	04-2695240
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

The Netherlands	98-1283032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	12/31/2024
Assets
Cash and Balances Due From Depository Institutions	$	1,677,809
Securities		4,458
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		977
Intangible Assets		576,194
Other Assets		151,958
Total Assets	$	2,411,396

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		230,451
Total Liabilities	$	230,451

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		1,009,110
Minority Interest in Subsidiaries		0
Total Equity Capital	$	2,180,945

Total Liabilities and Equity Capital	$	2,411,396