fwp
Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-163621
Issuer Free Writing Prospectus, dated December 10, 2009
Boston Scientific Corporation
$2,000,000,000
Senior Notes Offering
Terms and Conditions — 5, 10 and 30 Year Fixed Rate Notes
             
    5-Year   10-Year   30-Year
 
Issuer
  Boston Scientific Corporation   Boston Scientific Corporation   Boston Scientific Corporation
 
Note Type
  Senior Notes   Senior Notes   Senior Notes
 
Form of Offering
  SEC Registered   SEC Registered   SEC Registered
 
Ratings 1
  Ba1 (stable outlook) Moody’s
BBB- (stable outlook) S&P
BB+ (positive outlook) Fitch 		  Ba1 (stable outlook) Moody’s
BBB- (stable outlook) S&P
BB+ (positive outlook) Fitch 		  Ba1 (stable outlook) Moody’s
BBB- (stable outlook) S&P
BB+ (positive outlook) Fitch
 
Principal Amount
  $850,000,000    $850,000,000    $300,000,000 
 
Trade Date
  December 10, 2009   December 10, 2009   December 10, 2009
 
Settlement Date (T + 2)
  December 14, 2009   December 14, 2009   December 14, 2009
 
Maturity Date
  January 15, 2015   January 15, 2020   January 15, 2040
 
Coupon
  4.500% per annum   6.000% per annum   7.375% per annum
 
Yield
  4.567% per annum   6.129% per annum   7.384% per annum
 
Price to Public 2
  99.694%    99.031%    99.879% 
 
Spread
  Plus 237.5bps   Plus 262.5bps   Plus 287.5bps
 
Benchmark Treasury
  2.125% UST due November 30, 2014   3.375% UST due November 15, 2019   4.500% UST due August 15, 2039
 
Benchmark Yield
  2.192%    3.504%    4.509% 
 
Net Proceeds to Company (before expenses)
  $847,399,000    $841,763,500    $299,637,000 
 
Coupon Dates
  Semi-annually on January 15 and July 15   Semi-annually on January 15 and July 15   Semi-annually on January 15 and July 15
 
First Coupon Date
  July 15, 2010   July 15, 2010   July 15, 2010
 
Optional Redemption
  The greater of:   The greater of:   The greater of:
 
 
•100% of the principal amount of the notes to be redeemed, or 		 
•100% of the principal amount of the notes to be redeemed, or 		 
•100% of the principal amount of the notes to be redeemed, or
 
 
•as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 35 basis points plus accrued and unpaid interest on the notes to the redemption date. 		 
•as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 40 basis points plus accrued and unpaid interest on the notes to the redemption date. 		 
•as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 45 basis points plus accrued and unpaid interest on the notes to the redemption date.
 
Day Count Basis
  30/360   30/360   30/360
 
Minimum Denominations
  US$2,000 and integral multiples of US$1,000 in excess of such amount   US$2,000 and integral multiples of US$1,000 in excess of such amount   US$2,000 and integral multiples of US$1,000 in excess of such amount
 
CUSIP / ISIN
  101137 AJ6 / US101137AJ68   101137 AK3 / US101137AK32   101137 AL1 / US101137AL15
 
Joint Bookrunners
  Banc of America Securities LLC   Banc of America Securities LLC   Banc of America Securities LLC
 
  Deutsche Bank Securities Inc.   Deutsche Bank Securities Inc.   Deutsche Bank Securities Inc.
 
  J.P. Morgan Securities Inc.   J.P. Morgan Securities Inc.   J.P. Morgan Securities Inc.
 
  Barclays Capital Inc.   Barclays Capital Inc.   Barclays Capital Inc.
 
  BNP Paribas Securities Corp.   BNP Paribas Securities Corp.   BNP Paribas Securities Corp.
 
  RBS Securities Inc.   RBS Securities Inc.   RBS Securities Inc.
 

 

 

             
    5-Year   10-Year   30-Year
 
Co-Managers
  Daiwa Securities America Inc.   Daiwa Securities America Inc.   Daiwa Securities America Inc.
 
  Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Securities (USA), Inc.   Mitsubishi UFJ Securities (USA), Inc.
 
  Mizuho Securities USA Inc.   Mizuho Securities USA Inc.   Mizuho Securities USA Inc.
 
  Wells Fargo Securities, LLC   Wells Fargo Securities, LLC   Wells Fargo Securities, LLC
 
  BBVA Securities Inc.   BBVA Securities Inc.   BBVA Securities Inc.
 
  BNY Mellon Capital Markets, LLC   BNY Mellon Capital Markets, LLC   BNY Mellon Capital Markets, LLC
 
  RBC Capital Markets Corporation   RBC Capital Markets Corporation   RBC Capital Markets Corporation
 
  Scotia Capital Inc.   Scotia Capital Inc.   Scotia Capital Inc.
 
  ING Financial Markets LLC   ING Financial Markets LLC   ING Financial Markets LLC
 
  Allied Irish Banks, p.l.c   Allied Irish Banks, p.l.c   Allied Irish Banks, p.l.c
 
  Standard Chartered Bank   Standard Chartered Bank   Standard Chartered Bank
 
Notes:
1   A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
 
2   Plus accrued interest, if any, from December 14, 2009.
The Company plans to use the net proceeds of this offering for general corporate purposes, including prepaying a portion of its bank term loan due in April 2011. The Company expects to record a pre-tax charge, not previously anticipated, of approximately $30 million (approximately $19 million after tax, or $0.01 per share) in the fourth quarter associated with the prepayment.
As a result of this offering, the Company’s pro forma consolidated ratio of earnings to fixed charges for the nine months ended September 30, 2009 may decrease by more than ten percent.
Because more than 5% of the proceeds of this offering, not including underwriting compensation, may be received by affiliates of the underwriters in this offering, this offering is being conducted in compliance with NASD Rule 2720, as administered by the Financial Industry Regulatory Authority.  Pursuant to NASD Rule 2720, the appointment of a qualified independent underwriter is not necessary in connection with this offering, as the offering is of debt securities that are investment grade rated.
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING BANC OF AMERICA SECURITIES LLC TOLL-FREE AT 1-800-294-1322, DEUTSCHE BANK SECURITIES INC. TOLL-FREE AT 1-800-503-4611 OR J.P. MORGAN SECURITIES INC. COLLECT AT 212-834-4533.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.