Item 1.01 Entry into a Material Definitive Agreement.

Agreements with or Related to ZimVie Inc.

On March 1, 2022 (the "Distribution Date"), Zimmer Biomet Holdings, Inc. (the "Company") completed the previously announced separation (the "Separation") of its spine and dental businesses through the distribution by the Company of 80.3% of the outstanding shares of common stock of ZimVie Inc. ("ZimVie") to the Company's stockholders at the close of business on February 15, 2022 (the "Record Date"). The distribution was made in the amount of one share of ZimVie common stock for every ten shares of Company common stock (the "Distribution") owned by the Company's stockholders at the close of business on the Record Date.

On March 1, 2022, the Company and its subsidiaries entered into definitive agreements with ZimVie that, among other things, set forth the terms and conditions of the Separation and the Distribution. The agreements, which set forth the principles and actions taken or to be taken in connection with the Separation and the Distribution and provide a framework for the Company's relationship with ZimVie from and after the Separation and the Distribution, include a Separation and Distribution Agreement (the "Separation Agreement"), a Tax Matters Agreement (the "Tax Matters Agreement"), an Employee Matters Agreement (the "Employee Matters Agreement"), a Transition Services Agreement (the "Transition Services Agreement"), an Intellectual Property Matters Agreement (the "Intellectual Property Matters Agreement"), a Stockholder and Registration Rights Agreement (the "Stockholder and Registration Rights Agreement"), a Transition Manufacturing and Supply Agreement (the "Transition Manufacturing and Supply Agreement"), a Reverse Transition Manufacturing and Supply Agreement (the "Reverse Transition Manufacturing and Supply Agreement") and a Transitional Trademark License Agreement (the "Transitional Trademark License Agreement"), each dated as of March 1, 2022.

On February 25, 2022, the Company entered into a waiver (the "Five-Year Facility Waiver") related to its existing Five-Year Revolving Credit Agreement, dated as of August 20, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "2021 Five-Year Credit Agreement"), and a waiver (the "364-Day Facility Waiver") related to its existing 364-Day Revolving Credit Agreement, dated as of August 20, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "2021 364-Day Credit Agreement"), in each case to permit the incurrence of debt and granting of liens by ZimVie and certain of its subsidiaries immediately prior to the Distribution Date and the completion of the Separation.

The descriptions included below of the Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Intellectual Property Matters Agreement, the Stockholder and Registration Rights Agreement, the Transition Manufacturing and Supply Agreement, the Reverse Transition Manufacturing and Supply Agreement, the Transitional Trademark License Agreement, the Five-Year Facility Waiver and the 364-Day Facility Waiver do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Separation and Distribution Agreement

The Separation Agreement sets forth the Company's agreements with ZimVie regarding the principal actions to be taken in connection with the Separation and the Distribution. It also sets forth other agreements that govern aspects of the Company's relationship with ZimVie following the Separation and the Distribution. The Separation Agreement provides for, among other things, (i) the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of the Company and ZimVie as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the ZimVie businesses with ZimVie and financial responsibility for the obligations and liabilities of the Company's remaining businesses with the Company, (iii) procedures with respect to claims subject to indemnification and related matters and governing the Company's and ZimVie's obligations and allocations of liabilities with respect to ongoing litigation matters and (iv) the allocation between the Company and ZimVie of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the Distribution.



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The Separation Agreement also provides that, in order to obtain certain requisite governmental approvals, or for other business reasons, following the Distribution Date, the Company and certain of its affiliates will continue to operate certain activities relating to the ZimVie businesses in certain jurisdictions until the requisite approvals have been received or the occurrence of all other actions permitting the legal transfer of such activities, and ZimVie will receive, to the greatest extent possible, all of the economic benefits and burdens of such activities.

Transition Services Agreement

Pursuant to the Transition Services Agreement, the Company and ZimVie will provide certain services to one another, on an interim, transitional basis following the Separation and the Distribution. The services to be provided will include certain regulatory services, commercial services, operational services, . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

At 12:01 a.m., Eastern Time, on the Distribution Date (the "Effective Time"), the Company effected the Distribution. The Distribution was made in the amount of one share of ZimVie common stock for every ten shares of Company common stock owned by the Company's stockholders at the close of business on the Record Date. Fractional shares of ZimVie common stock were not delivered in the Distribution. Any fractional share of ZimVie common stock otherwise issuable to a Company stockholder will be sold in the open market, and such stockholder will receive a cash payment for the fractional share based on the stockholder's pro rata portion of the net cash proceeds from sales of all fractional shares. As a result of the completion of the Distribution, ZimVie is now an independent public company trading under the symbol "ZIMV" on the Nasdaq Stock Market. The Company retained 19.7% of the outstanding shares of ZimVie common stock.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

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 under the heading "Five-Year Facility Waiver and 364-Day Facility Waiver" under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01 Other Events.

On March 1, 2022, the Company issued a press release announcing the completion of the Distribution. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.        Description

 2.1           Separation and Distribution Agreement, dated as of March 1, 2022, by
             and between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.1           Tax Matters Agreement, dated as of March 1, 2022, by and between
             Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.2           Employee Matters Agreement, dated as of March 1, 2022, by and
             between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.3           Transition Services Agreement, dated as of March 1, 2022, by and
             between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.4           Intellectual Property Matters Agreement, dated as of March 1, 2022,
             by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.5           Stockholder and Registration Rights Agreement, dated as of March 1,
             2022, by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.6           Transition Manufacturing and Supply Agreement, dated as of March 1,
             2022, by and between Zimmer Inc. and ZimVie Inc.

10.7           Reverse Transition Manufacturing and Supply Agreement, dated as of
             March 1, 2022, by and between Zimmer Inc. and ZimVie Inc.



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10.8        Transitional Trademark License Agreement, dated as of March 1, 2022,
          by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc.

10.9        Waiver, dated as of February 25, 2022, by and between Zimmer Biomet
          Holdings, Inc., the lenders party thereto, and JPMorgan Chase Bank,
          N.A., as administrative agent.

10.10       Waiver, dated as of February 25, 2022, by and between Zimmer Biomet
          Holdings, Inc., the lenders party thereto, and JPMorgan Chase Bank,
          N.A., as administrative agent.

99.1        Press release, dated as of March 1, 2022, announcing completion of the
          Separation and the Distribution.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)



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