STRYKER CORPORATION

SYK
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STRYKER CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/23/2020 | 04:34pm

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



On November 23, 2020, Stryker Corporation (the "Company") completed a public
offering (the "Offering") of $600,000,000 aggregate principal amount of the
Company's 0.600% Notes due 2023 (the "Notes").



The Notes were sold pursuant to an Underwriting Agreement, dated November 18,
2020
(the "Underwriting Agreement"), among the Company and Citigroup Global
Markets Inc.
, BofA Securities, Inc. and Wells Fargo Securities, LLC, as
underwriters. The Offering was made pursuant to the Company's Automatic Shelf
Registration Statement on Form S-3 (File No. 333-229539) and the Prospectus
included therein, filed with the Securities and Exchange Commission on
February 7, 2019, and supplemented by the Prospectus Supplement dated
November 18, 2020.



The Notes were issued under an Indenture, dated January 15, 2010 (the "Base
Indenture"), between the Company and U.S. Bank National Association, as trustee
(the "Trustee"), as supplemented by the Twenty-Fifth Supplemental Indenture,
dated November 23, 2020, 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 0.600% per year. Interest on the Notes
is payable on each June 1 and December 1, commencing on June 1, 2021. The Notes
will mature on December 1, 2023.



Prior to December 1, 2021, 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 December 1, 2021.



The Company expects to receive net proceeds of approximately $596 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, which may include payments in connection with the
redemption of Wright Medical Group N.V.'s ("Wright") convertible debt, which the
Company assumed upon completion of the acquisition of Wright.



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, 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.



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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS







Exhibit
No. Description

1.1 Underwriting Agreement, dated November 18, 2020, between Stryker
Corporation
and Citigroup Global Markets Inc., BofA Securities, Inc.
and Wells Fargo Securities, LLC, as underwriters.

4.1 Indenture, dated January 15, 2010, between Stryker Corporation and
U.S. Bank National Association, as trustee (incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated
January 15, 2010 (Commission File No. 000-09165)).

4.2 Twenty-Fifth Supplemental Indenture (including the form of the
note), dated November 23, 2020, between Stryker Corporation and U.S.
Bank National Association
, as trustee.

5.1 Opinion of Sullivan & Cromwell LLP regarding the validity of the
Notes.

5.2 Opinion of Warner Norcross + Judd LLP regarding the validity of the
Notes.

23.1 Consent of Sullivan & Cromwell LLP (included as part of Exhibit
5.1).

23.2 Consent of Warner Norcross + Judd LLP (included as part of Exhibit
5.2).

104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).



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