ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 22, 2022 (the "Closing Date"), Stryker Corporation (the "Company")
entered into a Term Loan Agreement with various lenders and Wells Fargo Bank,
National Association, as administrative agent (the "Term Loan Agreement"). The
Term Loan Agreement provides for the following terms: (1) an aggregate principal
amount of commitments of $1.5 billion, (2) a maturity date of February 22, 2025
and (3) a leverage ratio financial covenant that provides for a maximum
permitted leverage ratio of 3.75:1 at the end of any fiscal quarter, with an
acquisition holiday no more than twice during the term of the Term Loan
Agreement that permits the Company to elect to increase the maximum permitted
leverage ratio by 1.0 to 4.75:1 for a period of four consecutive fiscal
quarters, with the maximum permitted leverage ratio then stepping down by 0.25:1
for each of the next four quarters until it reaches 3.75:1, 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
facility. Loans under the Term Loan Agreement bear interest, at the Company's
option, at either a Base Rate or Adjusted Term SOFR, each as defined in the Term
Loan Agreement, plus, solely in the case of loans based on Adjusted Term SOFR,
an applicable margin ranging from 62.5 to 82.5 basis points. The applicable
margin is dependent on the Company's credit ratings. On the Closing Date, the
Company borrowed the full $1.5 billion 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 February 22, 2022, among Stryker
Corporation, as borrower, the lenders party thereto and Wells Fargo
Bank, National Association, as administrative agent.
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