Medtronic Global Holdings’ €7 Billion Notes Offering

Davis Polk advised the representatives of the several underwriters in connection with an SEC-registered offering of €7 billion aggregate principal amount of notes by Medtronic Global Holdings S.C.A.

Medtronic Global Holdings S.C.A. issued €500 million aggregate principal amount of floating-rate senior notes due 2021, €1.5 billion aggregate principal amount of 0.000% senior notes due 2021, €1.5 billion aggregate principal amount of 0.375% senior notes due 2023, €1.5 billion aggregate principal amount of 1.125% senior notes due 2027, €1.0 billion aggregate principal amount of 1.625% senior notes due 2031 and €1.0 billion aggregate principal amount of 2.250% senior notes due 2039, fully and unconditionally guaranteed by Medtronic plc and Medtronic, Inc. Medtronic plc is the parent company of Medtronic Global Holdings S.C.A., and Medtronic Global Holdings S.C.A. is an indirect parent company of Medtronic, Inc.

Citigroup, Morgan Stanley and Goldman, Sachs & Co. acted as underwriters on the deal.

Davis Polk is also advising the dealer managers in connection with Medtronic plc’s concurrent cash tender offers by its whollyowned subsidiaries, Medtronic, Inc. and Covidien International Finance S.A. to purchase any and all of their $3.7 billion aggregate principal amount of outstanding 2.500% senior notes due 2020 and 4.200% senior notes due 2020, and up to $3.7 billion combined aggregate purchase price of their certain other outstanding senior notes. The cash tender offers will be funded with the proceeds of the notes offering.

Medtronic plc, headquartered in Dublin, Ireland, is among the world’s largest medical technology, services and solutions companies − alleviating pain, restoring health and extending life for millions of people around the world. Medtronic employs more than 86,000 people worldwide, serving physicians, hospitals and patients in approximately 150 countries.

The Davis Polk corporate team included partner Deanna L. Kirkpatrick (Picture), counsel Jeffrey S. Ramsay and associate Jolie Yang. Partner Po Sit and associate Ben Levenback provided tax advice. The intellectual property and technology team included partner David R. Bauer and associate Michael V. Policastro. All members of the Davis Polk team are based in the New York office.

Involved fees earner: David Bauer – Davis Polk & Wardwell; Deanna Kirkpatrick – Davis Polk & Wardwell; Ben Levenback – Davis Polk & Wardwell; Michael Policastro – Davis Polk & Wardwell; Jeffrey Ramsay – Davis Polk & Wardwell; Po Sit – Davis Polk & Wardwell; Jolie Yang – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Citigroup Inc.; Goldman Sachs & Co.; Morgan Stanley;