8-KMaterial AgreementsExhibits & Filings

STRYKER CORP 8-K Report, Material Agreement (May 27, 2020)

Filed May 27, 2020For Securities:SYK

Summary

Stryker Corporation (SYK) filed an 8-K on May 26, 2020, to announce the entry into a material definitive agreement regarding an underwritten public offering of debt securities. The company plans to issue $2.3 billion in aggregate principal amount of notes across three tranches: $650 million of 1.150% notes due 2025, $1 billion of 1.950% notes due 2030, and $650 million of 2.900% notes due 2050. The offering is expected to close on June 4, 2020. The primary purpose of this debt issuance is to fund the previously announced acquisition of Wright Medical Group N.V. ("Wright"), along with related fees and expenses. This offering, combined with a prior December 2019 debt offering and other potential financing sources or cash on hand, is intended to finance the Wright Medical acquisition. Notably, the closing of this debt offering is not contingent on the completion of the Wright Medical acquisition, which is expected to occur later. Investors should note that the company has established a shelf registration statement for this offering and is supplementing its prospectus.

Key Highlights

  • 1Stryker Corporation is issuing $2.3 billion in new debt across three tranches: 2025, 2030, and 2050 maturity dates.
  • 2The 1.150% notes due 2025, 1.950% notes due 2030, and 2.900% notes due 2050 are part of an underwritten public offering.
  • 3The net proceeds of approximately $2.273 billion will be used to fund the acquisition of Wright Medical Group N.V.
  • 4The debt issuance is part of a larger financing strategy for the Wright Medical acquisition, including a prior December 2019 note offering.
  • 5The closing of the debt offering is independent of the closing of the Wright Medical acquisition.
  • 6The offering is being conducted under an existing automatic shelf registration statement.
  • 7Standard representations, warranties, covenants, indemnification, and contribution provisions are included in the Underwriting Agreement.

Frequently Asked Questions

The primary purpose of this debt offering is to secure funding for Stryker Corporation's acquisition of Wright Medical Group N.V. The net proceeds, estimated at $2.273 billion, will be used to finance the acquisition and associated fees and expenses.

Stryker is issuing a total of $2.3 billion in debt, comprised of $650 million in 1.150% Notes due 2025, $1 billion in 1.950% Notes due 2030, and $650 million in 2.900% Notes due 2050.

No, the closing of this debt offering is not conditioned on the consummation of the Wright Medical acquisition. The acquisition itself is expected to occur subsequent to the closing of this debt offering.

An Underwriting Agreement is a contract between the issuer (Stryker) and the underwriters (BofA Securities, Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC) detailing the terms of the sale of securities to the public. It includes customary provisions regarding representations, warranties, covenants, and indemnification.