0001193125-19-293486.txt : 20191115 0001193125-19-293486.hdr.sgml : 20191115 20191115164655 ACCESSION NUMBER: 0001193125-19-293486 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191115 DATE AS OF CHANGE: 20191115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER BIOMET HOLDINGS, INC. CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 191225075 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 5742676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 FORMER COMPANY: FORMER CONFORMED NAME: ZIMMER HOLDINGS INC DATE OF NAME CHANGE: 20010315 8-A12B 1 d806027d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

ZIMMER BIOMET HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   13-4151777

(State or other jurisdiction

of incorporation or organization)

   (I.R.S. Employer Identification No.)

 

345 East Main Street

Warsaw, Indiana

   46580
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

1.164% Notes due 2027   New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box:  ☑

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box:  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box:  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-229882

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Zimmer Biomet Holdings, Inc., a Delaware corporation (the “Company”), has filed with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated November 8, 2019 (the “Prospectus Supplement”) to a Prospectus dated February 26, 2019 (the “Prospectus”), contained in the Company’s effective Registration Statement on Form S-3 (Registration No. 333-229882), which Registration Statement was filed with the Commission on February  26, 2019, relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereunder are the Company’s €500,000,000 1.164% Notes due 2027. The information required by this item is incorporated by reference to the information contained in the sections captioned “Description of the Notes” in the Prospectus Supplement and “Description of Debt Securities We May Offer” in the Prospectus.

Item 2. Exhibits.

 

4.1    Indenture, dated as of November  17, 2009, between Zimmer Holdings, Inc. (now known as Zimmer Biomet Holdings, Inc.) and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 13, 2016).
4.2    Sixth Supplemental Indenture, dated as of November  15, 2019, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed November 15, 2019).
4.3    Agency Agreement, dated as of November  15, 2019, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, U.S. Bank National Association, as registrar and transfer agent, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed November 15, 2019).
4.4    Form of 1.164% Notes due 2027 (included in Exhibit 4.2).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto 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