Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 24, 2021, Zimmer Biomet Holdings, Inc. (the “Company”) completed its previously announced issuance of $850,000,000 aggregate principal amount of its 1.450% Notes due 2024 (the “2024 Notes”) and $750,000,000 aggregate principal amount of its 2.600% Notes due 2031 (the “2031 Notes” and, together with the 2024 Notes, the “Notes”).
The Notes were issued pursuant to the Eighth Supplemental Indenture dated as of November 24, 2021 (the “Supplemental Indenture”) to the Company’s Indenture (the “Base Indenture”) dated as of November 17, 2009 between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”). For a description of the material terms of the Supplemental Indenture and the Notes, see the information set forth below under Item 2.03, which is incorporated into this Item 1.01.
The offering of the Notes was made pursuant to the Registration Statement on Form S-3 (Registration No. 333-229882), the prospectus dated February 26, 2019, and the related prospectus supplement dated November 15, 2021.
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 May 22 and November 22 of each year, commencing on May 22, 2022. Interest will be paid to the holders of record of the 2024 Notes at the close of business on the May 7 and November 7, respectively, immediately preceding the related interest payment date. The 2024 Notes will mature on November 22, 2024.
The 2031 Notes bear interest at a rate of 2.600% per annum, which interest will be payable semi-annually in arrears on May 24 and November 24 of each year, commencing on May 24, 2022. Interest will be paid to the holders of record of the 2031 Notes at the close of business on the May 9 and November 9, respectively, immediately preceding the related interest payment date. The 2031 Notes will mature on November 24, 2031.
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 November 22, 2022 in the case of the 2024 Notes and August 24, 2031 in the case of the 2031 Notes (each, a “Par Call Date”), at a redemption price equal to the greater of:
| | (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.
