8-KMaterial AgreementsFinancial EventsOther Events+1

STRYKER CORP 8-K Report, Material Agreement (Jan 15, 2010)

Filed January 15, 2010For Securities:SYK

Summary

Stryker Corporation (SYK) announced on January 15, 2010, the completion of a significant public offering of $1 billion in aggregate principal amount of its debt securities. This offering was comprised of $500 million in 3.000% Notes due 2015 and $500 million in 4.375% Notes due 2020. The issuance was made under an existing shelf registration statement and was underwritten by a syndicate of major financial institutions, including Banc of America Securities LLC, Barclays Capital Inc., and Wells Fargo Securities, LLC. The proceeds from this offering are earmarked for general corporate purposes, including working capital, potential acquisitions, stock repurchases, and other strategic business opportunities. The debt issuance comes with certain covenants that restrict the company's ability to incur additional liens, engage in sale-leaseback transactions, or undergo significant asset disposals or mergers. Notably, the notes include provisions for a change of control repurchase option if the company's debt is downgraded below investment grade by both Moody's and S&P within a specified timeframe.

Key Highlights

  • 1Completion of a $1 billion debt offering consisting of 3.000% Notes due 2015 and 4.375% Notes due 2020.
  • 2Proceeds intended for general corporate purposes, including acquisitions, stock repurchases, and working capital.
  • 3Underwritten by a syndicate led by Banc of America Securities, Barclays Capital, and Wells Fargo Securities.
  • 4Debt issuance filed under an Automatic Shelf Registration Statement on Form S-3.
  • 5Indenture includes covenants limiting liens, sale-leaseback transactions, and mergers/asset transfers.
  • 6Includes a change of control provision requiring repurchase at 101% of principal if a change of control occurs and notes are downgraded below investment grade by both Moody's and S&P.

Frequently Asked Questions

Stryker Corporation raised a total of $1 billion through the public offering of its debt securities, consisting of $500 million in 3.000% Notes due 2015 and $500 million in 4.375% Notes due 2020.

The net proceeds from the offering are intended for working capital and other general corporate purposes. This includes potential acquisitions, stock repurchases, and other business development opportunities.

The Indenture governing the notes contains covenants that limit Stryker's ability to incur certain liens, engage in specific sale and leaseback transactions, and enter into certain consolidations, mergers, or transfers of substantially all of its assets.

If a change of control occurs and the Notes are downgraded below investment grade by both Moody's Investors Service and Standard & Poor's Ratings Services within a specified period, Stryker will be required to offer to repurchase the Notes at 101% of their principal amount, plus accrued interest.