Davis Polk advised Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint book-running managers on a Rule 144A/Regulation S offering by Medtronic, Inc. of $17 billion aggregate principal amount of notes. The notes were issued in seven tranches: $500 million aggregate principal amount of floating-rate senior notes due 2020, $1 billion aggregate principal amount of 1.500% senior notes due 2018, $2.5 billion aggregate principal amount of 2.500% senior notes due 2020, $2.5 billion aggregate principal amount of 3.150% senior notes due 2022, $4 billion aggregate principal amount of 3.500% senior notes due 2025, $2.5 billion aggregate principal amount of 4.375% senior notes due 2035 and $4 billion aggregate principal amount of 4.625% senior notes due 2045. The offering is tied for the second-largest corporate bond offering on record and represents the largest corporate bond offering of 2014 to date.

Medtronic intends to use the net proceeds from the offering to fund a portion of the cash consideration payable in connection with the previously announced acquisition of Covidien plc. Subject to shareholder approval, it is expected that, immediately prior to the completion of the Covidien acquisition, Medtronic will be reorganized into a holding company structure and both Medtronic and Covidien will become wholly owned subsidiaries of Medtronic plc. It is expected that, immediately following the completion of the Covidien acquisition, the notes will be guaranteed by Medtronic plc and Medtronic Global Holdings, SCA.

Headquartered in Minneapolis, Minnesota, Medtronic is a global leader in medical technology—alleviating pain, restoring health and extending life for millions of people around the world. Medtronic develops, manufactures and markets medical devices in more than 140 countries worldwide. Covidien is a global leader in the development, manufacture and sale of health care products for use in clinical and home settings.

The Davis Polk corporate team included partner Richard A. Drucker and associates Christopher M. Bezeg and Zachary N. Lupu. Partner Kathleen L. Ferrell and associate Dao Fu provided tax advice. Associate Natalie A. Thomas provided intellectual property advice. All members of the Davis Polk team are based in the New York office.