UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2020
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan |
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001-13149 |
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38-1239739 |
| (State of incorporation) |
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(Commission File Number) |
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(I.R.S. Employee Identification No.) |
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| 2825 Airview Boulevard, Kalamazoo, Michigan |
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49002 |
| (Address of principal executive offices) |
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(Zip Code) |
(269) 385-2600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, $.10 Par Value |
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SYK |
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New York Stock Exchange |
| 1.125% Notes due 2023 |
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SYK23 |
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New York Stock Exchange |
| 0.250% Notes due 2024 |
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SYK24A |
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New York Stock Exchange |
| 2.125% Notes due 2027 |
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SYK27 |
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New York Stock Exchange |
| 0.750% Notes due 2029 |
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SYK29 |
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New York Stock Exchange |
| 2.625% Notes due 2030 |
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SYK30 |
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New York Stock Exchange |
| 1.000% Notes due 2031 |
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SYK31 |
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New York Stock Exchange |
| Floating Rate Notes due 2020 |
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SYK20A |
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New York Stock Exchange |
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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On May 26, 2020, Stryker Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (together, the “Underwriters”), in connection with the issuance and sale of debt securities in an underwritten public offering (the “Offering”). The Offering is expected to be completed on June 4, 2020, subject to the satisfaction of customary closing conditions. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. Upon the completion of the Offering, the Company will issue (i) $650,000,000 aggregate principal amount of the Company’s 1.150% Notes due 2025 (the “2025 Notes”), (ii) $1,000,000,000 aggregate principal amount of the Company’s 1.950% Notes due 2030 (the “2030 Notes”) and (iii) $650,000,000 aggregate principal amount of the Company’s 2.900% Notes due 2050 (collectively with the 2025 Notes and 2030 Notes, the “Notes”).
The Notes are being offered by the Company pursuant to its Automatic Shelf Registration Statement on Form S-3 (File No. 333-229539) and the Prospectus included therein, filed with the Securities and Exchange Commission on February 7, 2019 and supplemented by the Prospectus Supplement dated May 26, 2020.
The Notes will be issued under the Indenture, dated January 15, 2010, between the Company and U.S. Bank National Association, as trustee, as supplemented by the Twenty-Second Supplemental Indenture, the Twenty-Third Supplemental Indenture and the Twenty-Fourth Supplemental Indenture, each expected to be entered into on June 4, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1 hereto, and incorporated herein by reference.
The Underwriters and their affiliates have performed, from time to time, and may in the future perform, various investment banking, commercial lending, financial advisory and other services for the Company for which they received or will receive customary fees and expenses.
The Company estimates that the net proceeds from the Offering will be approximately $2.273 billion, after deducting underwriting discounts and expenses related to the Offering. The Company intends to use the net proceeds from the offering and from its €2.4 billion notes offering completed in December 2019, together with other financing and/or cash on hand, to consummate the acquisition of Wright Medical Group N.V. (“Wright”) and pay related fees and expenses, with any remainder to be used for general corporate purposes. The closing of the Offering is not conditioned on the consummation of the tender offer in connection with the acquisition of Wright or the acquisition of Wright, which, if completed, will occur subsequent to the closing of the Offering.
| ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |