8-KMaterial AgreementsFinancial EventsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (Sep 16, 2011)

Filed September 16, 2011For Securities:SYK

Summary

Stryker Corporation (SYK) announced on September 16, 2011, the completion of a public offering of $750 million in 2.00% Notes due 2016. The net proceeds from this offering are intended for general corporate purposes, including working capital, acquisitions, stock repurchases, and other business opportunities. This financing event signals Stryker's strategic financial management and provides flexibility for future growth initiatives. The company entered into an Underwriting Agreement with Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC. The notes were issued under an existing Indenture, supplemented by a Third Supplemental Indenture. The offering was made under an Automatic Shelf Registration Statement previously filed with the SEC. Investors should note the terms of the Indenture, including covenants that may limit certain corporate actions and provisions for a put option in the event of a change of control coupled with a credit rating downgrade.

Key Highlights

  • 1Completion of a $750 million public offering of 2.00% Notes due 2016.
  • 2Net proceeds are designated for general corporate purposes, including potential acquisitions and stock repurchases.
  • 3The offering was facilitated by an Underwriting Agreement with major financial institutions: Citigroup, Morgan Stanley, and Wells Fargo Securities.
  • 4Notes issued under an existing Indenture, with a Third Supplemental Indenture executed on September 16, 2011.
  • 5Interest on the Notes is payable semi-annually, starting March 30, 2012.
  • 6The Indenture includes covenants that restrict certain corporate actions such as incurring liens and sale-leaseback transactions.
  • 7A change of control event combined with a credit rating downgrade below investment grade by both Moody's and S&P triggers a mandatory purchase offer for the Notes at 101% of principal.

Frequently Asked Questions

This 8-K filing is primarily to report on the entry into a material definitive agreement, specifically Stryker Corporation's completion of a $750 million public offering of its 2.00% Notes due 2016.

Stryker intends to use the net proceeds from the offering for working capital and other general corporate purposes, which may include acquisitions, stock repurchases, and other business development opportunities.

The notes have a principal amount of $750 million, mature in 2016, and carry a 2.00% interest rate, payable semi-annually. The offering was made under an existing indenture with specific covenants that limit the company's ability to incur liens, engage in sale-leaseback transactions, and certain other asset dispositions. A change of control event, coupled with a downgrade to below investment grade by both Moody's and S&P, requires Stryker to offer to purchase the notes at 101% of their principal amount.

The underwriters for this offering included Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, acting as representatives of the named underwriters.