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
Exhibit
No. Description
1.1 Underwriting Agreement, dated May 26, 2020, among Stryker
Corporation and BofA Securities, Inc., Citigroup Global Markets Inc.
and Wells Fargo Securities, LLC, as representatives of the
underwriters named therein.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses