BOSTON SCIENTIFIC CORP 8-K

What Happened
Boston Scientific Corporation announced on February 26, 2026 that it entered into three new credit agreements totaling $11.0 billion with Wells Fargo Bank, N.A. as administrative agent. The package includes a $3.0 billion five‑year revolving credit facility (maturing Feb 26, 2031, with one‑year extension options), a $2.0 billion 364‑day revolving credit facility (maturity linked to the Penumbra acquisition closing or 364 days after availability), and a $6.0 billion 364‑day delayed‑draw term loan split into a $1.0 billion Tranche A and a $5.0 billion Tranche B (both drawable at closing of the Penumbra acquisition). The company also terminated its prior 2021 revolving credit agreement on the same date.

Key Details

• Total commitments: $11.0 billion (2026 revolver $3.0B; 364‑day revolver $2.0B; term loan $6.0B).
• Term dates and draws: 2026 revolver matures Feb 26, 2031; 364‑day facilities mature 364 days after availability or acquisition closing; term loan tranches drawable only at acquisition closing.
• Pricing & fees: interest tied to Term SOFR/ABR/Eurocurrency rates plus margins based on Boston Scientific’s long‑term unsecured credit rating; facility, ticking and duration fees apply (e.g., 0.10% duration fee on Tranche B, ticking fees on undrawn commitments after 120 days).
• Financial covenant: Maximum Leverage Ratio of 3.75x (temporary increase to 4.75x for four fiscal quarters immediately after a “Qualified Acquisition,” then staged reductions to 3.75x); Consolidated EBITDA may exclude certain Non‑Cash Charges and Cash Litigation Payments (cash litigation exclusions capped at $1,160,000,000 since Dec 31, 2025).

Why It Matters
These new credit agreements provide Boston Scientific with substantial committed liquidity to fund and support the planned acquisition of Penumbra and to replace its prior credit facility. For investors, the agreements affect the company’s near‑term debt profile, covenant limits on leverage, and borrowing costs (which will vary with the company’s credit rating). The facilities include typical default protections and require certain prepayments/adjustments (notably automatic reduction and prepayment mechanics for the Tranche B commitments tied to future equity or debt proceeds), which could influence Boston Scientific’s capital‑raising and refinancing choices following the acquisition.