ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Notes were issued under an Indenture , dated
The 2024 Notes will bear interest at a rate of 0.250% per year, the 2029 Notes
will bear interest at a rate of 0.750% per year and the 2031 Notes will bear
interest at a rate of 1.000% per year. Interest on each of the 2024 Notes and
the 2031 Notes is payable on
The Company will be required to redeem the 2024 Notes and the 2031 Notes in
whole and not in part at a special mandatory redemption price equal to 101% of
the aggregate principal amount of such series, plus accrued and unpaid interest,
if any, to, but excluding, the special mandatory redemption date, if the Company
does not consummate the tender offer in connection with the acquisition of
Wright Medical Group N.V. ("Wright") on or prior to
The Company may redeem any series of the Notes at its option, in whole, but not in part, for cash, at any time prior to their respective maturities at a price equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date, if certain tax events occur that would obligate the Company to pay additional amounts as described in the Indenture. In addition, the Company may redeem each of the 2024 Notes, 2029 Notes and 2031 Notes prior to their respective maturities at the Company's option for cash, any time in whole or from time to time in part, at redemption prices that include accrued and unpaid interest and the applicable make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemption of the 2024 Notes, 2029 Notes and 2031 Notes on or after the respective par call dates specified in the Indenture.
The public offering price of the 2024 Notes was 99.634% of the principal amount,
the public offering price of the 2029 Notes was 99.848% of the principal and the
public offering price of the 2031 Notes was 99.171% of the principal amount. The
Company expects to receive net proceeds of approximately €2,376 million (or
The Company may issue additional debt from time to time pursuant to the
Indenture. The Indenture contains covenants that limit the Company's ability to,
among other things, incur certain liens securing indebtedness, engage in certain
sale and leaseback transactions, and enter into certain consolidations, mergers,
conveyances, transfers or leases of all or substantially all of the Company's
assets. Subject to certain limitations, in the event of the occurrence of both
(1) a change of control of the Company and (2) a downgrade of the Notes below
investment grade rating by both
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Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
The foregoing description of the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, respectively, and 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 in Item 1.01 above with respect to the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits 4.1 Indenture, datedJanuary 15, 2010 , betweenStryker Corporation andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K, datedJanuary 15, 2010 (Commission File No. 000-09165)). 4.2 Nineteenth Supplemental Indenture (including the form of the note), datedDecember 3, 2019 , betweenStryker Corporation andU.S. Bank National Association , as trustee. 4.3 Twentieth Supplemental Indenture (including the form of the note), datedDecember 3, 2019 , betweenStryker Corporation andU.S. Bank National Association , as trustee. 4.4 Twenty-First Supplemental Indenture (including the form of the note), datedDecember 3, 2019 , betweenStryker Corporation andU.S. Bank National Association , as trustee. 5.1 Opinion Letter ofSkadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. 5.2 Opinion Letter ofWarner Norcross + Judd LLP regarding the validity of the Notes. 23.1 Consent ofSkadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1). 23.2 Consent ofWarner Norcross + Judd LLP (included as part of Exhibit 5.2). Exhibit 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 3
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