ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 10, 2020 (the "Closing Date"), Stryker Corporation (the "Company")
entered into a Term Loan Agreement with Bank of America, N.A. and Wells Fargo
Bank, National Association, as lenders, and Bank of America, N.A., as
administrative agent (the "Term Loan Agreement"). The Term Loan Agreement
provides for the following terms: (1) an aggregate principal amount of
commitments of $400 million, (2) a maturity date of November 10, 2023, and (3) a
leverage ratio financial covenant that (x) provides for (i) a maximum permitted
leverage ratio of 4.5:1 at the end of any fiscal quarter of the Company ending
on or after December 31, 2020 but on or prior to June 30, 2021 and (ii) a
maximum permitted leverage ratio of 3.5:1 at the end of any fiscal quarter of
the Company ending after June 30, 2021 and (y) permits the Company to elect to
increase the maximum permitted leverage ratio by 0.5 to 1.0 during an
acquisition holiday, which the Company is permitted to elect no more than twice
during the term of the Term Loan Agreement for a period of four consecutive
fiscal quarters in connection with the consummation of certain material
acquisitions. The representations and warranties, covenants and events of
default contained in the Term Loan Agreement are substantially similar to those
contained in the Company's existing credit facilities. Loans under the Term Loan
Agreement bear interest, at the Company's option, at the LIBOR Rate or the Base
Rate, each as defined in the Term Loan Agreement, in each case plus an
applicable margin ranging from 97.5 to 127.5 basis points for LIBOR Rate loans
and 0 to 27.5 basis points for Base Rate loans. The applicable margin is
dependent on the Company's credit ratings. On the Closing Date, the Company
borrowed the full $400 million available under the Term Loan Agreement.
The foregoing description of the Term Loan 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 10.1 hereto 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 is hereby incorporated by reference
into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Term Loan Agreement, dated as of November 10, 2020, among Stryker
Corporation, as borrower, the lenders party thereto and Bank of America,
N.A., as administrative agent.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document).
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