| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On December 8, 2023, Stryker Corporation (the “Company”) completed a public offering (the “Offering”) of $600,000,000 aggregate principal amount of the Company’s 4.850% Notes due 2028 (the “Notes”).
The Notes were sold pursuant to an Underwriting Agreement, dated December 5, 2023 (the “Underwriting Agreement”), between the Company and Citigroup Global Markets Inc., BNP Paribas Securities Corp., BofA Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the underwriters. The Offering was made pursuant to the Company’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-275853) and the Prospectus included therein, filed with the Securities and Exchange Commission on December 1, 2023, and supplemented by the Prospectus Supplement dated December 5, 2023.
The Notes were issued under an Indenture, dated January 15, 2010 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Twenty-Sixth Supplemental Indenture, dated December 8, 2023, between the Company and the Trustee (the “Supplemental Indenture” and, the Base Indenture as so supplemented, the “Indenture”).
The Notes will bear interest at a rate of 4.850% per year. Interest on the Notes is payable on each June 8 and December 8, commencing on June 8, 2024. The Notes will mature on December 8, 2028.
Prior to November 8, 2028, the Company may redeem the Notes at the Company’s option for cash, any time in whole or from time to time in part, at a redemption price that includes accrued and unpaid interest and the applicable make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemption of the Notes on or after November 8, 2028.
The Company expects to receive net proceeds of approximately $594 million, after deducting the underwriting discount and estimated expenses related to the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes.
The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture contains covenants that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. Subject to certain limitations, in the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of the Notes below investment grade rating by both Moody’s Investors’ Services, Inc. and Standard & Poor’s Ratings Services within a specified time period, the Company will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
The foregoing description of the Underwriting Agreement, the Base Indenture and the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and 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 in Item 1.01 above with respect to the Notes is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On December 4, 2023, Dr. Srikant Datar, a member of the Board of Directors (the “Board”) of the Company, informed the Company that he will retire from the Board effective as of the Company’s annual meeting of shareholders expected to be held on May 9, 2024 (the “Annual Meeting”). Dr. Datar will continue to serve as a director until the Annual Meeting. Dr. Datar’s decision did not involve any disagreement with the Company.
