ZIMMER BIOMET HOLDINGS, INC. Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Notes were issued pursuant to the Eighth Supplemental Indenture dated as of
The offering of the Notes was made pursuant to the Registration Statement on
Form S-3 (Registration No. 333-229882), the prospectus dated
Copies of the Base Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively, and are 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 above under Item 1.01 is incorporated into this Item 2.03.
The 2024 Notes bear interest at a rate of 1.450% per annum, which interest will
be payable semi-annually in arrears on
The 2031 Notes bear interest at a rate of 2.600% per annum, which interest will
be payable semi-annually in arrears on
The Company may redeem each series of Notes at its option, in whole or in part,
at any time and from time to time prior to
(1) 100% of the principal amount of the Notes to be redeemed, and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest (not including any accrued interest), assuming,
for this purpose, that such Notes mature on the applicable Par Call Date,
on the Notes to be redeemed, discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the Supplemental Indenture),
plus 10 basis points, in the case of the 2024 Notes, or 15 basis points,
in the case of the 2031 Notes;
plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.
The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time on or after the applicable Par Call Date at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
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If a Change of Control Repurchase Event (as defined in the Supplemental Indenture) occurs with respect to either series of Notes, unless the Company has exercised its right to redeem the Notes pursuant to the Base Indenture as supplemented by the Supplemental Indenture, the Company will make an offer to each holder of such series of Notes to repurchase all or any part of that holder's Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase.
The Base Indenture and Supplemental Indenture provide for customary events of default, including, among other things, nonpayment, failure to comply with the other covenants, warranties and agreements in the Base Indenture and Supplemental Indenture for a period of 60 days after notice thereof, and certain events of bankruptcy, insolvency and reorganization.
The description set forth above is qualified in its entirety by reference to the full text of the Base Indenture and the Supplemental Indenture (including the forms of Notes attached thereto), copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofNovember 17, 2009 , between ZimmerHoldings, Inc. (now known asZimmer Biomet Holdings, Inc. ) andComputershare Trust Company, N.A. , as successor toWells Fargo Bank, National Association , as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filedDecember 13, 2016 ). 4.2 Eighth Supplemental Indenture, dated as ofNovember 24, 2021 , betweenZimmer Biomet Holdings, Inc. andComputershare Trust Company, N.A. , as trustee. 4.3 Form of 1.450% Notes due 2024 (included in Exhibit 4.2). 4.4 Form of 2.600% Notes due 2031 (included in Exhibit 4.2). 5.1 Opinion ofFaegre Drinker Biddle & Reath LLP . 23.1 Consent ofFaegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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