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Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt
13.
Debt

Our debt consisted of the following (in millions):

 

 

 

As of December 31,

 

 

 

2022

 

 

2021

 

Current portion of long-term debt

 

 

 

 

 

 

3.150% Senior Notes due 2022

 

 

-

 

 

 

750.0

 

1.414% Euro Notes due 2022

 

 

-

 

 

 

568.6

 

Japan Term Loan A

 

 

-

 

 

 

101.6

 

Japan Term Loan B

 

 

-

 

 

 

184.9

 

Short-Term Term Loan

 

 

83.0

 

 

 

-

 

2022 Five-Year Credit Agreement

 

 

375.0

 

 

 

-

 

3.700% Senior Notes due 2023

 

 

86.3

 

 

 

-

 

Total short-term debt

 

$

544.3

 

 

$

1,605.1

 

Long-term debt

 

 

 

 

 

 

3.700% Senior Notes due 2023

 

 

-

 

 

 

86.3

 

1.450% Senior Notes due 2024

 

 

850.0

 

 

 

850.0

 

3.550% Senior Notes due 2025

 

 

863.0

 

 

 

863.0

 

3.050% Senior Notes due 2026

 

 

600.0

 

 

 

600.0

 

3.550% Senior Notes due 2030

 

 

257.5

 

 

 

257.5

 

2.600% Senior Notes due 2031

 

 

750.0

 

 

 

750.0

 

4.250% Senior Notes due 2035

 

 

253.4

 

 

 

253.4

 

5.750% Senior Notes due 2039

 

 

317.8

 

 

 

317.8

 

4.450% Senior Notes due 2045

 

 

395.4

 

 

 

395.4

 

2.425% Euro Notes due 2026

 

 

533.6

 

 

 

568.6

 

1.164% Euro Notes due 2027

 

 

533.6

 

 

 

568.6

 

Debt discount and issuance costs

 

 

(30.1

)

 

 

(36.4

)

Adjustment related to interest rate swaps

 

 

(172.0

)

 

 

(10.5

)

Total long-term debt

 

$

5,152.2

 

 

$

5,463.7

 

 

 

At December 31, 2022, our total current and non-current debt of $5.7 billion consisted of $5.4 billion aggregate principal amount of senior notes, which included €1.0 billion of Euro-denominated senior notes (“Euro notes”), an $83.0 million borrowing under the Short-Term Term Loan, and $375.0 million of outstanding borrowings under the 2022 Five-Year Revolving Facility (defined below), partially offset by fair value adjustments relating to interest rate swaps totaling $172.0 million and debt discount and issuance costs of $30.1 million.

 

On December 13, 2022, we used cash on hand, including the Short-Term Term Loan proceeds of $83.0 million and borrowings under our 2022 Five-Year Revolving Facility, to redeem the full €500.0 million outstanding principal amount of our 1.414% Euro Notes due 2022.

 

On September 22, 2022, we used cash on hand to repay the full ¥11.7 billion and ¥21.3 billion outstanding principal amounts of our Japanese Term Loan A and Japanese Term Loan B, respectively.

 

On August 31, 2022, we borrowed an aggregate principal amount of $83.0 million under the Short-Term Term Loan with a third-party financial institution, the proceeds of which were used to redeem a portion of the 1.414% Euro Notes that matured on December 13, 2022. As more fully described in Note 3, the Short-Term Term Loan was settled in February 2023.

 

On March 18, 2022, we redeemed the full $750.0 million outstanding principal amount of our 3.150% Senior Notes due April 1, 2022. A $100.0 million draw under the 2021 Five-Year Revolving Facility (as defined below), together with cash on hand, were used to redeem these notes. $540.6 million of this cash on hand came from the dividend paid by ZimVie to Zimmer Biomet at separation.

 

In 2021, we redeemed the $200.0 million outstanding principal amount of our Floating Rate Notes due 2021 and the $300.0 million outstanding principal amount of our 3.375% Senior Notes due 2021, in each case at a redemption price equal to 100% of the aggregate principal amount of the senior notes being redeemed, plus accrued and unpaid interest.

 

On November 24, 2021, we completed the offering of $850.0 million aggregate principal amount of our 1.450% Senior Notes due November 22, 2024 and $750.0 million aggregate principal amount of our 2.600% Senior Notes due November 24, 2031. Interest is payable on the 1.450% Senior Notes due 2024 on May 22 and November 22 of each year until maturity. Interest is payable on the 2.600% Senior Notes due 2031 on May 24 and November 24 of each year until maturity. We received net proceeds of $1,599.8 million.

 

On November 15, 2021, we commenced cash tender offers to purchase certain outstanding senior notes. The proceeds from the senior notes offering described above, together with cash on hand, were used to pay for the senior notes purchased in the cash tender offers. The cash tender offers resulted in the following principal amount of the notes tendered: $213.7 million of the 3.700% Senior Notes due 2023, $1,137.0 million of the 3.550% Senior Notes due 2025, and $642.5 million of the 3.550% Senior Notes due 2030. As a result, we recorded a loss on the extinguishment of debt in the amount of $165.1 million in our consolidated statement of earnings for the year ended December 31, 2021. The components of this loss were the reacquisition price of $2,154.8 million minus the carrying value of the debt of $1,982.7 million (including debt discount and issuance costs) plus debt tender fees of $5.0 million minus a gain of $12.0 million on a reverse treasury lock that we entered into to offset any increases or decreases to the premium associated with the tender offer from the date we entered into the lock.

 

On August 19, 2022, we entered into a new five-year revolving credit agreement (the “2022 Five-Year Credit Agreement”) and a new 364-day revolving credit agreement (the “2022 364-Day Revolving Credit Agreement”), as described below. Borrowings under these credit agreements will be used for general corporate purposes.

 

The 2022 Five-Year Credit Agreement contains a five-year unsecured revolving facility of $1.5 billion (the “2022 Five-Year Revolving Facility”). The 2022 Five-Year Credit Agreement replaces the previous revolving credit agreement (the “2021 Five-Year Credit Agreement”), which contained a five-year unsecured multicurrency revolving facility of $1.5 billion (the “2021 Five-Year Revolving Facility”). There were no borrowings outstanding under the 2021 Five-Year Credit Agreement at the time it was terminated.

 

The 2022 Five-Year Credit Agreement will mature on August 19, 2027, with two one-year extensions exercisable at our discretion and subject to required lender consent. The 2022 Five-Year Credit Agreement also includes an uncommitted incremental feature allowing us to request an increase of the facility by an aggregate amount of up to $500.0 million.

 

Borrowings under the 2022 Five-Year Credit Agreement bear interest at floating rates, based upon either an adjusted term secured overnight financing rate (“Term SOFR”) for the applicable interest period or an alternate base rate, in each case, plus an applicable margin determined by reference to our senior unsecured long-term debt credit rating. We pay a facility fee on the aggregate amount of the 2022 Five-Year Revolving Facility at a rate determined by reference to our senior unsecured long-term debt credit rating. The 2022 Five-Year Credit Agreement contains customary affirmative and negative covenants and events of default for unsecured financing arrangements, including, among other things, limitations on consolidations, mergers, and sales of assets. The 2022 Five-Year Credit Agreement also requires us to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 for a period of time in connection with a qualified material acquisition and certain other restrictions). We were in compliance with all covenants under the 2022 Five-Year Credit Agreement as of December 31, 2022. As of December 31, 2022, there were outstanding borrowings of $375.0 million under the 2022 Five-Year Revolving Facility. We elected short-term interest periods on these outstanding borrowings.

 

The 2022 364-Day Revolving Credit Agreement is an unsecured revolving credit facility in the principal amount of $1.0 billion (the “2022 364-Day Revolving Facility”). The 2022 364-Day Revolving Credit Agreement replaced a credit agreement entered into on August 20, 2021, which was also a 364- day unsecured revolving credit facility of $1.0 billion (the “2021 364-Day Revolving Facility”). There were no borrowings outstanding under the 2021 364-Day Revolving Facility when it was terminated.

 

The 2022 364-Day Revolving Facility will mature on August 18, 2023. Borrowings under the 2022 364-Day Revolving Credit Agreement bear interest at floating rates based upon either an adjusted Term SOFR for the applicable interest period or an alternate base rate, in each case, plus an applicable margin determined by reference to our senior unsecured long-term debt credit rating. We pay a facility fee on the aggregate amount of the 2022 364-Day Revolving Facility at a rate determined by reference to our senior unsecured long-term debt credit rating. The 2022 364-Day Revolving Credit Agreement contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement including, among other things, limitations on consolidations, mergers, and sales of assets. The 2022 364-Day Revolving Credit Agreement also requires us to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition and certain other restrictions). We were in compliance with all covenants under the 2022 364-Day Revolving Credit Agreement as of December 31, 2022. As of December 31, 2022, there were no outstanding borrowings under the 2022 364-Day Revolving Credit Agreement.

The estimated fair value of our senior notes, which includes our Euro notes, as of December 31, 2022, based on quoted prices for the specific securities from transactions in over-the-counter markets (Level 2), was $4,909.0 million. The carrying value of the outstanding $375.0 million principal balance of the 2022 Five-Year Revolving Facility and $83.0 million Short-Term Term Loan approximates their fair value as they bear interest at short-term market rates.

At December 31, 2022 and 2021, the weighted average interest rate for our borrowings was 3.2 percent and 2.8 percent, respectively. We paid $161.7 million, $219.0 million, and $193.1 million in interest during 2022, 2021, and 2020, respectively.