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, 2021, Zimmer Biomet Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BNP Paribas Securities Corp. and BofA Securities, Inc., as representatives of the underwriters named therein (collectively, the “Underwriters”), in connection with the public offering of $850.0 million aggregate principal amount of the Company’s 1.450% notes due 2024 (the “2024 Notes”) and $750.0 million aggregate principal amount of the Company’s 2.600% notes due 2031 (the “2031 Notes” and, together with the 2024 Notes, 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 24, 2021, 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, for which they have received, and may in the future receive, customary fees and commissions. To the extent that a portion of the net proceeds from the offering of the Notes is used to repay the Company’s other indebtedness, such Underwriters or their affiliates would receive a portion of those net proceeds. In addition, certain of the Underwriters or their affiliates may hold positions in certain outstanding debt securities of the Company that are the subject of cash tender offers commenced on November 15, 2021 by the Company and, accordingly, they may receive a portion of the net proceeds from the offering of the Notes from the application thereof to fund the purchase price of the tender offers. Certain of the Underwriters are also acting as dealer managers in connection with such cash tender offers.
The Notes will be issued pursuant to an eighth supplemental indenture, to be dated as of November 24, 2021, to the Indenture (the “Base Indenture”) dated as of November 17, 2009 between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee. The 2024 Notes will bear interest at a rate of 1.450% per annum, which interest will be payable semi-annually in arrears on May 22 and November 22 of each year, commencing on May 22, 2022. The 2024 Notes will mature on November 22, 2024. The 2031 Notes will bear interest at a rate of 2.600% per annum, which interest will be payable semi-annually in arrears on May 24 and November 24 of each year, commencing on May 24, 2022. The 2031 Notes will mature on November 24, 2031.
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 15, 2021.
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 | Underwriting Agreement, dated as of November 15, 2021, among Zimmer Biomet Holdings, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BNP Paribas Securities Corp. and BofA Securities, Inc. | |
| 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, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements, 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 expressly 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 18, 2021
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |