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STRYKER CORP 8-K Report, Material Agreement (Dec 11, 2023)

Filed December 11, 2023For Securities:SYK

Summary

Stryker Corporation (SYK) has announced the completion of a public offering of €600,000,000 aggregate principal amount of its 3.375% Notes due 2028. The offering, which closed on December 11, 2023, utilized the company's existing shelf registration statement and prospectus. The net proceeds are expected to be approximately €597 million (or $649 million based on the specified exchange rate), which Stryker intends to use for general corporate purposes. These new notes carry a fixed annual interest rate of 3.375%, with interest payments due annually on December 11, commencing in 2024, and the principal maturing on December 11, 2028. The indenture governing these notes includes covenants that restrict certain actions like incurring additional liens or engaging in sale-and-leaseback transactions. Importantly, a change of control event, coupled with a downgrade to below investment grade by both Moody's and S&P, would trigger an offer to repurchase the notes at 101% of the principal amount.

Key Highlights

  • 1Completion of a €600 million public offering of 3.375% Notes due 2028.
  • 2Net proceeds expected to be approximately €597 million (approx. $649 million).
  • 3Proceeds are designated for general corporate purposes.
  • 4Fixed annual interest rate of 3.375% on the notes.
  • 5Maturity date for the notes is December 11, 2028.
  • 6Indenture includes covenants limiting liens and certain transactions.
  • 7A change of control event, combined with a credit rating downgrade, triggers a mandatory purchase offer from the company at 101% of principal.

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