ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On December6, 2016, Zimmer Biomet Holdings, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with BNP Paribas, HSBC Bank plc and RBC Europe
Limited, as representatives of the underwriters named therein
(collectively, the Underwriters), in connection with the public
offering of 500million aggregate principal amount of the Companys
1.414% Notes due 2022 (the 2022 Notes) and 500million aggregate
principal amount of the Companys 2.425% Notes due 2026 (the 2026
Notes and, together with the 2022 Notes, the Notes).

The Underwriting Agreement contains representations and
warranties and covenants that are customary for transactions of
this type. In addition, the Company has agreed to indemnify the
Underwriters against certain liabilities on customary terms. The
sale of the Notes is scheduled to close on December13, 2016,
subject to the satisfaction of customary closing conditions. Some
of the underwriters and their affiliates have engaged in, and may
in the future engage in, commercial banking, financial advisory,
investment banking, lending and other commercial dealings in the
ordinary course of their business with the Company or its
affiliates, including participating as lenders under the Companys
credit facilities. Those underwriters and their affiliates
received, and may in the future receive, customary fees and
commissions for these transactions. In addition, certain of the
underwriters or their affiliates may hold positions in certain
outstanding debt securities of the Company that are the subject
of cash tender offers commenced on November21, 2016 by the
Company and, accordingly, they may receive a portion of the net
proceeds from the offering of the Notes from the application
thereof to fund the purchase price of the tender offers.

The Notes will be issued to a fourth supplemental indenture, to
be dated as of December13, 2016, to the Indenture (the Base
Indenture) dated as of November17, 2009 between the Company and
Wells Fargo Bank, National Association, as trustee. The 2022
Notes bear interest at a rate of 1.414%per annum and mature on
December13, 2022. The 2026 Notes bear interest at a rate of
2.425%per annum and mature on December13, 2026. Interest on each
series of Notes is payable on December13 of each year, commencing
on December13, 2017. Interest will be paid to the holders of
record of such Notes at the close of business on the November28
immediately preceding the related interest payment date. The
interest rate payable on the Notes will be subject to adjustment
from time to time in the event of certain credit rating events
related to the Notes.

The offering of the Notes was made to the Registration Statement
on Form S-3 (Registration No.333-209394), the prospectus dated
February4, 2016, and the related prospectus supplement dated
December6, 2016.

A copy of the Underwriting Agreement is attached hereto as
Exhibit 1.1 and is incorporated herein by reference. The Base
Indenture was incorporated by reference into the Registration
Statement.

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On December6, 2016, the Company issued a press release announcing
that it priced the offering of the Notes. A copy of the press
release is attached hereto as Exhibit 99.1 and the information
set forth therein is incorporated herein by reference and
constitutes a part of this report.

Cautionary Statement Regarding Forward-Looking
Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 regarding
the offering, and closing of the offering, of the Notes.
Forward-looking statements may be identified by the use of
forward-looking terms such as may, will, expects, believes,
anticipates, plans, estimates, projects, assumes, guides,
targets, forecasts, and seeks or the negatives of such terms or
other variations on such terms or comparable terminology. Such
statements are based upon the current beliefs and expectations of
management and are subject to significant risks and uncertainties
that could cause actual outcomes and results to differ
materially. For a list and description of some of such risks and
uncertainties, see the Companys filings with the Securities and
Exchange Commission (the SEC). These factors should not be
construed as exhaustive and should be read in conjunction with
the other cautionary statements that are included in the Companys
filings with the SEC. The Company disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise, except as may be set forth in its periodic reports.
Accordingly, such forward-looking statements speak only as of the
date made. Readers of this Current Report on Form 8-K are
cautioned not to place undue reliance on these forward-looking
statements, since, while management believes the assumptions on
which the forward-looking statements are based are reasonable,
there can be no assurance that these forward-looking statements
will prove to be accurate. This cautionary statement is
applicable to all forward-looking statements contained in this
Current Report on Form 8-K.

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About ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH)

Zimmer Biomet Holdings, Inc., formerly Zimmer Holdings, Inc., is engaged designing, manufacturing and marketing orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; spine, bone healing, craniomaxillofacial and thoracic products; dental implants, and related surgical products. The Company’s products and solutions helps treat patients suffering from disorders of, or injuries to, bones, joints, or supporting soft tissues. The Company manages its operations through three geographic operating segments: the Americas, consists of the United States and includes other North, Central and South American markets; EMEA, consists of Europe and includes the Middle East and African markets, and Asia Pacific, consists of Japan and includes other Asian and Pacific markets. Its four product category segments include Americas Spine, Bone Healing Craniomaxillofacial and Thoracic, and Dental.

ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH) Recent Trading Information

ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH) closed its last trading session up +0.59 at 105.81 with 1,449,411 shares trading hands.