DEALTALK-RPT-New U.S. tax rules may lead Medtronic to redo inversion deal

(Repeats for wider distribution. For more Reuters DEALTALKS, double click on )

By Soyoung Kim

NEW YORK, Sept 26 U.S. medical device maker Medtronic Inc is likely to try to renegotiate the structure and terms of its $42.9 billion deal to buy Ireland's Covidien Plc in response to new U.S. tax rules, according to people familiar with the situation.

The U.S. Treasury this week reduced the ease and benefits of U.S. companies buying foreign rivals so they can move their tax domicile abroad, a practice known as inversion. Concerns that U.S. companies were using the strategy to avoid paying taxes spurred the action.

The new rules make it more expensive for Medtronic to buy Covidien, by potentially requiring it to take out a loan instead of using cash held abroad, according to the people familiar with the matter and a Reuters analysis of the contract.

Covidien, which originally approached Medtronic, could be asked to consider a lower price, and to take more stock and less cash, these people said. Increasing the stock component of the deal would be needed to meet the new government threshold for an inversion and resulting dip in U.S. taxes.

It remains unclear how receptive Covidien will be to that possibility, and it has some leverage, since Medtronic faces an $850 million breakup fee if it abandons the deal.

While Covidien allowed Medtronic to freely walk away from a deal in the event of a U.S. tax law change, the new Treasury guidelines fall short of a U.S. law change. If shareholders of either company vote down the deal, there is no breakup fee.

Medtronic did not respond to requests for comment, but it said earlier this week that it was studying Treasury's actions and would release its position following a review. Covidien could not be immediately reached for comment.

RECORD INVERSIONS

The allure of smaller tax bills in countries such as Ireland and Britain has prompted at least 10 U.S. companies to attempt inversions this year, a record.

Medtronic and AbbVie, which has agreed to buy Dublin drugmaker Shire Plc for $54.7 billion, are both subject to the new restrictions, raising questions about this year's two largest announced inversions.

Lawyers and bankers say Medtronic appears to be the biggest victim of the rules, not only for the size and structure of its deal, but also given the fact that a key target of Treasury's actions is foreign profits held offshore by U.S. multinationals.

Medtronic has roughly $14 billion of cash held overseas, the most among the nine companies with pending inversion deals. AbbVie, meanwhile, has a significant portion of its $10 billion cash held in foreign subsidiaries.

A big draw of the Covidien takeover was the potential to access substantially all of Covidien's cash without subjecting it to U.S. tax. Under U.S. tax law, Medtronic has to pay a U.S. corporate tax of 35 percent if it brings home foreign earnings, for purposes such as distributions to shareholders.

Many inversions are driven by the promise of lower tax rates, but Medtronic already has an effective tax rate of 18 percent, similar to that of Covidien. It has said the combined company's tax rate would decline by one or two percentage point.

One new tax rule prevents inverted companies from using "hopscotch" loans that allow them to avoid dividend taxes when tapping such tax-deterred foreign profits. Another rule bars inverters from gaining access to the same kinds of profits by using "decontrolling" strategies that restructure foreign units so they are no longer U.S. controlled.

Those guidelines mean Medtronic may now have to rely on a roughly $13.5 billion bridge loan to finance the cash portion of its Covidien deal. Medtronic had planned to lend some of its foreign money to its new Irish parent to help pay for the deal, according to the merger document, but that plan is now potentially exposed to the anti-hopscotch rule.

While the cash would have been a zero cost, drawing on the loan would incur Medtronic an initial interest expense of around 1.15 percent, which would rise further depending on the duration of the loan, according to calculations by Thomson Reuters Loan Pricing Corp.

Morgan Stanley analyst David Lewis this week estimated that raising debt would cut earnings-per-share accretion from the deal by 3-4 percent, or 14-18 cents per share, and would nearly double a key debt load ratio, pro forma total debt to earnings before interest, taxes, depreciation and amortization.

Further, in order to make the merged company an Irish-domiciled entity under the new U.S. tax rules, Medtronic will have to increase the stock component of the cash-and-stock offer such that Covidien shareholders end up with more than 40 percent of the combined company.

Currently, Covidien shareholders are set to own 30 percent of the merged company.

The merger, if successful, would create a close competitor in size to the medical device business of industry leader Johnson & Johnson Co. It broadens Medtronic's scope beyond its array of heart devices, spinal implants and insulin pumps into devices used in surgical procedures.

The companies said the expansion should allow them to provide one-stop service to hospitals, thus better competing for business, particularly in the United States where healthcare reform and shrinking government reimbursement for medical procedures has kept pressure on device pricing.

They forecast the combination would bring at least $850 million of annual pre-tax cost synergies by the end of fiscal 2018. (Reporting by Soyoung Kim in New York, Additional reporting by Michelle Sierra, editing by Peter Henderson)