0001104659-15-065012.txt : 20150914 0001104659-15-065012.hdr.sgml : 20150914 20150914171402 ACCESSION NUMBER: 0001104659-15-065012 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150914 DATE AS OF CHANGE: 20150914 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-187405 FILM NUMBER: 151106148 BUSINESS ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6517562000 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST JUDE MEDICAL INC CENTRAL INDEX KEY: 0000203077 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411276891 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 BUSINESS PHONE: 6517562000 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST PAUL STATE: MN ZIP: 55117 FWP 1 a15-19274_3fwp.htm FWP

 

Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-187405

 

ST. JUDE MEDICAL, INC.
Term Sheet

 

September 14, 2015

 

2.000% Notes due 2018

2.800% Notes due 2020
3.875% Notes due 2025

 

Issuer:

 

St. Jude Medical, Inc.

Expected Ratings
(Moody’s / S&P / Fitch)*:

 

Baa2 (negative outlook) / A (negative watch) / A- (stable outlook)

Format:

 

SEC Registered

Ranking:

 

Senior Unsecured

Trade Date:

 

September 14, 2015

Expected Settlement Date:

 

September 23, 2015 (T+7)

Interest Payment Dates:

 

March 15 and September 15 of each year

First Interest Payment Date:

 

March 15, 2016

 

 

2.000% Notes due 2018

 

2.800% Notes due 2020

 

3.875% Notes due 2025

Principal Amount:

 

$500,000,000

 

$500,000,000

 

$500,000,000

Maturity Date:

 

September 15, 2018

 

September 15, 2020

 

September 15, 2025

Benchmark Treasury:

 

1.000% due September 15, 2018

 

1.375% due August 31, 2020

 

2.000% due August 15, 2025

Benchmark Treasury Price:

 

99.28 ¾

 

99.11+

 

98-15

Benchmark Treasury Yield:

 

1.034%

 

1.510%

 

2.172%

Spread to Benchmark Treasury:

 

+105 basis points

 

+130 basis points

 

+175 basis points

Yield to Maturity:

 

2.084%

 

2.810%

 

3.922%

Coupon:

 

2.000%

 

2.800%

 

3.875%

Price to Public:

 

99.759% of the principal amount

 

99.954% of the principal amount

 

99.616% of the principal amount

Make-Whole Call:

 

At any time before September 15, 2018 (at maturity), T +20 basis points

 

At any time before August 15, 2020 (one month prior to maturity), T +20 basis points

 

At any time before June 15, 2025 (three months prior to maturity), T +30 basis points

Par Call:

 

Not applicable.

 

At any time on or after August 15, 2020 (one month prior to maturity)

 

At any time on or after June 15, 2025 (three months prior to maturity)

Special Mandatory Redemption:

 

In the event that the merger (as defined in the prospectus supplement) has not been consummated on or prior to the earlier of January 21, 2016 and the date the

 

Not applicable.

 

In the event that the merger (as defined in the prospectus supplement) has not been consummated on or prior to the earlier of January 21, 2016 and the date the merger agreement

 


 

 

 

merger agreement is terminated, then the Issuer will be required to redeem all outstanding 2018 notes at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

 

 

 

is terminated, then the Issuer will be required to redeem all outstanding 2025 notes at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

CUSIP Number / ISIN Number:

 

790849 AL7 / US790849AL71

 

790849 AM5 / US790849AM54

 

790849 AN3 / US790849AN38

Day Count:

 

30/360

 

 

 

 

Minimum Denominations:

 

$2,000 x $1,000

 

 

 

 

Joint Book-Running Managers:

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

Mitsubishi UFJ Securities (USA), Inc.

Wells Fargo Securities, LLC

 

 

Co-Managers:

 

U.S. Bancorp Investments, Inc.
Mizuho Securities USA Inc.
TD Securities (USA) LLC
BNP Paribas Securities Corp.
SMBC Nikko Securities America, Inc.
The Williams Capital Group L.P.
SunTrust Robinson Humphrey, Inc.
PNC Capital Markets LLC
Fifth Third Securities, Inc.
KBC Securities USA, Inc.
UniCredit Capital Markets LLC

 

 

 

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

 

The Issuer has filed a Registration Statement on Form S-3 (including a base prospectus dated March 21, 2013, as supplemented by a preliminary prospectus supplement, dated September 14, 2015, the “Prospectus”), with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Issuer has filed with the SEC for more complete information about the Issuer and this offering.  You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the Prospectus and any document incorporated by reference in the Prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or by e-mail at dg.prospectus_requests@baml.com, by calling Mitsubishi UFJ Securities (USA), Inc. toll-free at 1-877-649-6848, or by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751, or by e-mail at wfscustomerservice@wellsfargo.com.

 

We expect that delivery of the notes will be made to investors on or about September 23, 2015, which will be the seventh business day following the date of this prospectus supplement (such settlement being referred to as ‘‘T+7’’). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three

 


 

business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or during the next three succeeding business days will be required, by virtue of the fact that the notes initially settle in T+7, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

 

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.  Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another system.