STRYKER CORPORATION (NYSE:SYK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On February26, 2018, Stryker Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, Goldman Sachs& Co. LLC, Morgan Stanley& Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (together, the “Underwriters”), in connection with the issuance and sale of debt securities in an underwritten public offering (the “Offering”). The Offering is expected to be completed on March7, 2018, subject to customary closing conditions. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. Upon the completion of the Offering, the Company will issue $600,000,000 aggregate principal amount of 3.650% notes due 2028 (the “Notes”).
The Notes were offered by the Company to its Automatic Shelf Registration Statement on Form S-3 (File No.333-209526) and the Prospectus included therein, filed with the Securities and Exchange Commission on February12, 2016 and supplemented by the Prospectus Supplement dated February26, 2018.
The Notes will be issued under an indenture, dated January15, 2010, between the Company and U.S. Bank National Association, as trustee, as supplemented by a supplemental indenture to be entered into on March7, 2018.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 1.1 hereto, and incorporated by reference.
The Underwriters and their affiliates have performed, from time to time, and may in the future perform, various investment banking, commercial lending, financial advisory and other services for the Company for which they received or will receive customary fees and expenses.
The Company estimates that the net proceeds from the Offering will be approximately $595million, after deducting underwriting discounts and its expenses related to the Offering. The Company intends to use these net proceeds to repay $600million of its outstanding 1.300% notes due April1, 2018 at maturity.
| Item 1.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
STRYKER CORP ExhibitEX-1.1 2 d517239dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION STRYKER CORPORATION $600,…To view the full exhibit click here
About STRYKER CORPORATION (NYSE:SYK)
Stryker Corporation (Stryker) is a medical technology company. The Company operates through three segments: Orthopaedics, MedSurg, and Neurotechnology and Spine. The Company’s Orthopaedics segment products consist of implants used in hip and knee joint replacements and trauma and surgeries. The Company’s MedSurg segment products consist of surgical equipment and surgical navigation systems (Instruments); endoscopic and communications systems (Endoscopy); patient handling and emergency medical equipment (Medical), and reprocessed and remanufactured medical devices (Sustainability), as well as other medical device products used in a range of medical specialties. The Company’s Neurotechnology and Spine segment products consist of both neurosurgical and neurovascular devices. The Company’s products are sold in approximately 100 countries through the Company-owned sales subsidiaries and branches, as well as third-party dealers and distributors.
