Medtronic : Material Agreement - Form 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

Notes Offering

On June 3, 2024, Medtronic, Inc., an indirect wholly owned subsidiary of Medtronic public limited company ("Medtronic plc"), issued €850,000,000 aggregate principal amount of its 3.650% Senior Notes due 2029 (the "2029 Notes"), €850,000,000 aggregate principal amount of its 3.875% Senior Notes due 2036 (the "2036 Notes"), €600,000,000 aggregate principal amount of its 4.150% Senior Notes due 2043 (the "2043 Notes"), and €700,000,000 aggregate principal amount of its 4.150% Senior Notes due 2053 (the "2053 Notes" and together with the 2029 Notes, the 2036 Notes and the 2043 Notes, the "Notes"), in an underwritten offering (the "Offering") pursuant to a registration statement on Form S-3 (the"Registration Statement") (File No. 333-270272) filedwith the Securities and Exchange Commission (the "Commission") on March 3, 2023, and a preliminary prospectus supplement and prospectus supplement filed with the Commission related to the offering of the Notes. The Notes are fully and unconditionally guaranteed by Medtronic Global Holdings S.C.A. ("Medtronic Luxco") and Medtronic plc (the "Guarantees," and together with the Notes, the "Securities").

Medtronic, Inc. expects to receive net proceeds from the Offering of approximately €2.97 billion, after deducting the underwriting discount and estimated offering expenses payable by Medtronic, Inc. Medtronic, Inc. expects to use the net proceeds of the Offering for general corporate purposes, which may include repayment of outstanding commercial paper and other indebtedness.

Medtronic plc has applied to list each series of Notes on the New York Stock Exchange.

Indenture and Agency Agreement

The Notes were issued under an indenture dated as of December 10, 2014 (the "Base Indenture"), between Medtronic, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the Second Supplemental Indenture, dated as of January 26, 2015, between Medtronic plc and the Trustee, the Third Supplemental Indenture, dated as of January 26, 2015, between Medtronic Luxco and the Trustee, the Fourth Supplemental Indenture, dated as of February 22, 2023, between Medtronic, Inc. and the Trustee, and the Fifth Supplemental Indenture (the "Fifth Supplemental Indenture"), dated as of June 3, 2024, among Medtronic, Inc., Medtronic plc, Medtronic Luxco, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent ("Elavon"), and shall be subject to the Agency Agreement dated as of June 3, 2024 (the "Agency Agreement") among Medtronic, Inc., U.S. Bank Trust Company, National Association, as transfer agent and registrar, and Elavon.

The 2029 Notes will mature on October 15, 2029, the 2036 Notes will mature on October 15, 2036, the 2043 Notes will mature on October 15, 2043 and the 2053 Notes will mature on October 15, 2053. The 2029 Notes will bear interest at a rate of 3.650% per annum. The 2036 Notes will bear interest at a rate of 3.875% per annum. The 2043 Notes will bear interest at a rate of 4.150% per annum. The 2053 Notes will bear interest at a rate of 4.150% per annum.

At any time prior to the applicable Par Call Date (as defined below) Medtronic, Inc. will have the right, at its option, to redeem any series of the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of 100% of the principal amount of the Notes to be redeemed and a specified make-whole redemption price, in either case plus accrued and unpaid interest to, but not including, the date of redemption. "Par Call Date" means September 15, 2029 (one month prior to the maturity date of the 2029 Notes), in the case of the 2029 Notes; July 15, 2036 (three months prior to the maturity date of the 2036 Notes), in the case of the 2036 Notes; April 15, 2043 (six months prior to the maturity date of the 2043 Notes), in the case of the 2043 Notes; and April 15, 2053 (six months prior to the maturity date of the 2053 Notes), in the case of the 2053 Notes.

In addition, on and after the applicable Par Call Date, Medtronic, Inc. will have the option to redeem any series of the Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

The Notes will be general unsecured senior obligations of Medtronic, Inc. and will rank equally in right of payment with all of Medtronic, Inc.'s other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness that Medtronic, Inc. may incur. The Guarantees will rank equally in right of payment with all of Medtronic plc's and Medtronic Luxco's other existing and future unsecured senior indebtedness and will rank senior to any subordinated indebtedness from time to time outstanding that Medtronic plc or Medtronic Luxco may incur, and be structurally subordinated to all existing and any future obligations of each of Medtronic plc's subsidiaries (other than Medtronic Luxco and Medtronic, Inc.).

Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency related defaults, Medtronic, Inc.'s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Medtronic plc and its affiliates maintain ordinary banking relationships and credit facilities with the Trustee. In addition, the Trustee is the trustee for certain of Medtronic plc's affiliates' other debt securities, and from time to time provides services relating to Medtronic plc's investment management, stock repurchase and foreign currency hedging programs.

The above description of the Base Indenture and the Fifth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Fifth Supplemental Indenture. The executed Base Indenture was previously filed as Exhibit 4.1 to the Current Report on Form 8-K filedby Medtronic, Inc. on December 10, 2014. The executed Fifth Supplemental Indenture is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated herein and into the Registration Statement by reference.