Medtronic sticks by Covidien deal but will use debt, not cash

By Caroline Humer and Soyoung Kim

(Reuters) - U.S. medical equipment maker Medtronic Inc (MDT.N) said it would still buy Covidien Plc (COV.N) but would use $16 billion (10 billion pound) in debt rather than cash held overseas, reacting to new U.S. Treasury guidelines designed to cut the benefits of such "inversion deals."

The U.S. government has tried to clamp down on deals in which U.S. companies move their headquarters to Ireland and other low-tax countries. New rules are aimed at making it harder for these companies to avoid paying taxes when they use cash held overseas.

With more certainty about how Medtronic would respond to the new tax rules, analysts raised their expectations for its shares and dividends. Medtronic stock rose 3.6 percent to $65.06, while Covidien gained 5.6 percent to $93.78.

Medtronic in June announced plans to buy Ireland's Covidien for cash and stock worth $43 billion. The company said on Friday that using debt made the transaction more expensive, but the deal would still add to cash earnings in fiscal year 2016 and increase them "significantly" after that.

Reuters reported earlier this week that new U.S. Treasury rules would make the acquisition more costly by potentially requiring Medtronic to take out a loan instead of using cash held abroad.

One new tax rule prevents inverted companies from using "hopscotch" loans that allow them to avoid dividend taxes when tapping tax-deferred foreign profits. Another rule bars them 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.

Medtronic had planned to lend some of its foreign money to its new Irish parent to help pay for the deal, according to the companies’ merger document. That structure was in conflict with the new anti-hopscotch rules.

Even with Treasury’s new regulations, Medtronic is confident it can still move ahead with plans to invert its tax structure, a person familiar with the matter said.

Medtronic said it will still create an Irish holding company, Medtronic Plc, with executive offices in Ireland and operational headquarters in Minnesota. It expects the deal to close in late 2014 or early 2015.

The source said the company would continue to pull in interest income on the overseas cash, mitigating the impact of switching to debt to fund the deal.

In all, the deal will be about 3 percent less accretive to earnings due to the financing costs, which will be partly offset by a lower tax rate stemming from the additional debt, analyst Derrick Sung of Sanford Bernstein said in a research note.

The company will still be able to use Covidien's cash to fund a dividend, buy back shares or make acquisitions in the United States, "the primary benefit to MDT from the inversion," Sung wrote.

(Reporting by Caroline Humer and Soyoung Kim; Editing by Lisa Von Ahn)