UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On November 15, 2019, Zimmer Biomet Holdings, Inc. (the “Company”) completed its previously announced issuance of €500,000,000 aggregate principal amount of its 1.164% Notes due 2027 (the “Notes”).
The Notes were issued pursuant to the Sixth Supplemental Indenture dated as of November 15, 2019 (the “Supplemental Indenture”) to the Company’s Indenture (the “Base Indenture”) dated as of November 17, 2009 between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Pursuant to an Agency Agreement dated as of November 15, 2019 (the “Agency Agreement”) relating to the Notes, the Company has appointed Elavon Financial Services DAC, UK Branch, to act as paying agent for the Notes and U.S. Bank National Association to act as transfer agent and registrar for the Notes. For a description of the material terms of the Supplemental Indenture and the Notes, see the information set forth below under Item 2.03, which is incorporated into this Item 1.01.
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.
Copies of the Base Indenture, the Supplemental Indenture and the Agency Agreement are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference. The description of the Agency Agreement set forth above is qualified in its entirety by reference to the full text of the Agency Agreement.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth above under Item 1.01 is incorporated into this Item 2.03.
The Notes 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.
Principal (including any payments made upon any redemption or repurchase of the Notes), premium, if any, and interest payments in respect of the Notes will be payable in euro, subject to certain exceptions set forth in the Supplemental Indenture. In addition, the Company will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after any required withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges imposed or levied by the United States, any political subdivision thereof or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable.
Prior to September 15, 2027, the Company may redeem the Notes at its option, either in whole at any time or in part from time to time, at a redemption price equal to the greater of:
| (1) | 100% of the principal amount of the Notes to be redeemed, and |
| (2) | the sum of the present values of the remaining scheduled payments of principal and interest (excluding any accrued interest) on the Notes to be redeemed that would be due after the related redemption date if such Notes matured on September 15, 2027, discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined in the Supplemental Indenture), plus 25 basis points; |
plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.
The Company may redeem the Notes, either in whole at any time or in part from time to time, on and after September 15, 2027, at its option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.
The Company also may redeem the Notes, at any time at its option, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date, in the event that certain developments affecting United States taxation would cause the Company to pay additional amounts with respect to the Notes, as described in the Supplemental Indenture.
If a Change of Control Repurchase Event (as defined in the Supplemental Indenture) occurs with respect to the Notes, unless the Company has exercised its right to redeem the Notes pursuant to the Base Indenture as supplemented by the Supplemental Indenture, the Company will make an offer to each holder of the Notes to repurchase all or any part of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase.
The Base Indenture and Supplemental Indenture provide for customary events of default, including, among other things, nonpayment, failure to comply with the other covenants, warranties and agreements in the Base Indenture and Supplemental Indenture for a period of 60 days after notice thereof, and certain events of bankruptcy, insolvency and reorganization.
The description set forth above is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture (including the form of Notes attached thereto), copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit |
Description | |||
| 4.1 |
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| 4.2 |
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| 4.3 |
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| 4.4 |
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| 5.1 |
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| 23.1 |
Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1 hereto). | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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 15, 2019
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: |
/s/ Chad F. Phipps | |
| Name: |
Chad F. Phipps | |
| Title: |
Senior Vice President, General Counsel and Secretary | |