UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 8, 2019, Zimmer Biomet Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas, J.P. Morgan Securities plc, MUFG Securities EMEA plc and SMBC Nikko Capital Markets Limited, as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the public offering of €500 million aggregate principal amount of the Company’s 1.164% notes due 2027 (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 15, 2019, 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. Those Underwriters and their affiliates have received, and may in the future receive, customary fees and commissions for these transactions. In addition, to the extent that the Underwriters or their affiliates own any of the Company’s $500 million outstanding aggregate principal amount of 4.625% Senior Notes due 2019 (the “2019 Notes”), they would receive their proportionate share of the net proceeds that the Company uses from the offering of the Notes to repay the 2019 Notes at maturity. Further, to the extent that the Underwriters or their affiliates are lenders under the Company’s unsecured multi-draw term loan facility (the “Term Loan”), they would receive their proportionate share of any net proceeds from the offering of the Notes used to repay a portion of borrowings outstanding under the Term Loan.
The Notes will be issued pursuant to a sixth supplemental indenture, to be dated as of November 15, 2019, to the Indenture (the “Base Indenture”) dated as of November 17, 2009 between the Company and Wells Fargo Bank, National Association, as trustee. The Notes will bear interest at a rate of 1.164% per annum, which interest will be payable annually in arrears on November 15 of each year, commencing on November 15, 2020. Interest will be paid to the holders of record of the Notes at the close of business on the November 1 immediately preceding the related interest payment date. The Notes will mature on November 15, 2027.
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 8, 2019.
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. |
(d) Exhibits
| Exhibit No. |
Description | |||
| 1.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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 and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially, 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 13, 2019
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: |
/s/ Chad F. Phipps | |
| Name: |
Chad F. Phipps | |
| Title: |
Senior Vice President, General Counsel and Secretary | |