UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
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| Item 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On March 20, 2020, Zimmer Biomet Holdings, Inc. (the “Company”) completed its previously announced issuance of $600,000,000 aggregate principal amount of its 3.050% Notes due 2026 (the “2026 Notes”) and $900,000,000 aggregate principal amount of its 3.550% Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Notes”).
The Notes were issued pursuant to the Seventh Supplemental Indenture dated as of March 20, 2020 (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”). 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 March 13, 2020.
Copies of the Base Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
| 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 2026 Notes bear interest at a rate of 3.050% per annum, which interest will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2020. Interest will be paid to the holders of record of the 2026 Notes at the close of business on the January 1 and July 1, respectively, immediately preceding the related interest payment date. The 2026 Notes will mature on January 15, 2026.
The 2030 Notes bear interest at a rate of 3.550% per annum, which interest will be payable semi-annually in arrears on March 20 and September 20 of each year, commencing on September 20, 2020. Interest will be paid to the holders of record of the 2030 Notes at the close of business on the March 1 and September 1, respectively, immediately preceding the related interest payment date. The 2030 Notes will mature on March 20, 2030.
The Company may redeem each series of Notes at its option, in whole or in part, at any time and from time to time prior to December 15, 2025 in the case of the 2026 Notes and December 20, 2029 in the case of the 2030 Notes (each, a “Par Call Date”), 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 (not including any accrued interest), assuming, for this purpose, that such Notes mature on the applicable Par Call Date, on the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Supplemental Indenture), plus 40 basis points; |
plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.
The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
If a Change of Control Repurchase Event (as defined in the Supplemental Indenture) occurs with respect to either series of 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 such series of 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 forms 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 Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto). | |||
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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: March 20, 2020
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: |
/s/ Chad F. Phipps | |
| Name: |
Chad F. Phipps | |
| Title: |
Senior Vice President, General Counsel and Secretary | |