Item 1.01 Entry into a Material Definitive Agreement.
Agreements with or Related to ZimVie Inc.
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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
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Separation and Distribution Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.1 Tax Matters Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.2 Employee Matters Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.3 Transition Services Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.4 Intellectual Property Matters Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.5 Stockholder and Registration Rights Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.6 Transition Manufacturing and Supply Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Inc. and ZimVie Inc. 10.7 Reverse Transition Manufacturing and Supply Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Inc. and ZimVie Inc. 4
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10.8 Transitional Trademark License Agreement, dated as ofMarch 1, 2022 , by and betweenZimmer Biomet Holdings, Inc. and ZimVie Inc. 10.9 Waiver, dated as ofFebruary 25, 2022 , by and betweenZimmer Biomet Holdings, Inc. , the lenders party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent. 10.10 Waiver, dated as ofFebruary 25, 2022 , by and betweenZimmer Biomet Holdings, Inc. , the lenders party thereto, andJPMorgan Chase Bank, N.A ., as administrative agent. 99.1 Press release, dated as ofMarch 1, 2022 , announcing completion of the Separation and the Distribution. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5
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