Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2021, Zimmer Biomet Holdings, Inc. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Barclays Capital
Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BNP Paribas
Securities Corp. and BofA Securities, Inc., as representatives of the
underwriters named therein (collectively, the "Underwriters"), in connection
with the public offering of $850.0 million aggregate principal amount of the
Company's 1.450% notes due 2024 (the "2024 Notes") and $750.0 million aggregate
principal amount of the Company's 2.600% notes due 2031 (the "2031 Notes" and,
together with the 2024 Notes, the "Notes").
The Underwriting Agreement contains representations and warranties and covenants
that are customary for transactions of this type. In addition, the Company has
agreed to indemnify the Underwriters against certain liabilities on customary
terms. The sale of the Notes is scheduled to close on November 24, 2021, subject
to the satisfaction of customary closing conditions. Some of the Underwriters
and their affiliates have engaged in, and may in the future engage in,
commercial banking, financial advisory, investment banking, lending and other
commercial dealings in the ordinary course of their business with the Company or
its affiliates, including participating as lenders under the Company's credit
facilities, for which they have received, and may in the future receive,
customary fees and commissions. To the extent that a portion of the net proceeds
from the offering of the Notes is used to repay the Company's other
indebtedness, such Underwriters or their affiliates would receive a portion of
those net proceeds. In addition, certain of the Underwriters or their affiliates
may hold positions in certain outstanding debt securities of the Company that
are the subject of cash tender offers commenced on November 15, 2021 by the
Company and, accordingly, they may receive a portion of the net proceeds from
the offering of the Notes from the application thereof to fund the purchase
price of the tender offers. Certain of the Underwriters are also acting as
dealer managers in connection with such cash tender offers.
The Notes will be issued pursuant to an eighth supplemental indenture, to be
dated as of November 24, 2021, to the Indenture (the "Base Indenture") dated as
of November 17, 2009 between the Company and Computershare Trust Company, N.A.,
as successor to Wells Fargo Bank, National Association, as trustee. The 2024
Notes will bear interest at a rate of 1.450% per annum, which interest will be
payable semi-annually in arrears on May 22 and November 22 of each year,
commencing on May 22, 2022. The 2024 Notes will mature on November 22, 2024. The
2031 Notes will bear interest at a rate of 2.600% per annum, which interest will
be payable semi-annually in arrears on May 24 and November 24 of each year,
commencing on May 24, 2022. The 2031 Notes will mature on November 24, 2031.
The offering of the Notes was made pursuant to the Registration Statement on
Form S-3 (Registration No. 333-229882), the prospectus dated February 26, 2019
and the related prospectus supplement dated November 15, 2021.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The Base Indenture was incorporated by
reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated as of November 15, 2021, among
Zimmer Biomet Holdings, Inc., Barclays Capital Inc., Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC, BNP Paribas
Securities Corp. and BofA Securities, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 regarding the closing of the offering of the Notes and the
Company's intended use of proceeds. Forward-looking statements may be identified
by the use of forward-looking terms such as "intends," "may," "will," "expects,"
"believes," "anticipates," "plans," "estimates," "projects," "assumes,"
"guides," "targets," "forecasts," "sees," "seeks," "should," "could" and similar
expressions or the negatives of such terms or other variations on such terms or
comparable terminology. All statements other than statements of historical or
current fact are, or may be deemed to be, forward-looking statements. Such
statements are based upon the current beliefs, expectations and assumptions of
management and are subject to significant risks, uncertainties and changes in
circumstances that could cause actual outcomes and results to differ materially
from the forward-looking statements, including risks that the offering of the
Notes is not consummated on the anticipated terms, if at all. For a list and
description of some of such risks, uncertainties and changes in circumstances,
see the Company's filings with the Securities and Exchange Commission (the
"SEC"). These factors should not be construed as exhaustive and should be read
in conjunction with the other cautionary statements that are included in the
Company's filings with the SEC. Forward-looking statements speak only as of the
date they are made, and the Company expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Readers of this Current
Report on Form 8-K are cautioned not to rely on these forward-looking
statements, since there can be no assurance that these forward-looking
statements will prove to be accurate. This cautionary statement is applicable to
all forward-looking statements contained in this Current Report on Form 8-K.
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