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

Item1.01

On December13, 2016, Zimmer Biomet Holdings, Inc. (the Company)
completed its previously announced 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 Notes were issued to the Fourth Supplemental Indenture dated
as of December13, 2016 (the Supplemental Indenture) to the
Companys Indenture (the Base Indenture) dated as of November17,
2009 between the Company and Wells Fargo Bank, National
Association, as trustee (the Trustee). to an Agency Agreement
dated as of December13, 2016 (the Agency Agreement) relating to
the Notes, the Company has appointed Elavon Financial Services
DAC, UK Branch to act as paying agent and Elavon Financial
Services DAC to act as registrar and transfer agent. For a
description of the material terms of the Supplemental Indenture
and the Notes, see the information set forth below under
Item2.03, which is incorporated into this Item1.01.

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.

Copies of the Base Indenture, the Supplemental Indenture and the
Agency Agreement are attached hereto as Exhibits 4.1, 4.2 and
4.3, respectively, and are incorporated herein by reference. The
description of the Agency Agreement set forth above is qualified
in its entirety by reference to the full text of the Agency
Agreement.

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.

Principal (including any payments made upon any redemption or
repurchase of the Notes), premium, if any, and interest payments
in respect of the Notes will be payable in euro, subject to
certain exceptions set forth in the Supplemental Indenture.In
addition, the Company will, subject to certain exceptions and
limitations, pay additional amounts on the Notes in euro as are
necessary in order that the net payment of the principal of, and
premium, if any, and interest on, the Notes to a holder who is
not a United States person, after withholding or deduction for,
or on account of, any present or future taxes, duties,
assessments or other governmental charges imposed or levied by
the United States or any

political subdivision of, or any taxing authority of or in, the
United States will not be less than the amount provided in the
Notes to be then due and payable.

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. From and including the first
interest payment date on or after the date of a Step Up Rating
Change (as defined in the Supplemental Indenture) in respect of a
series of Notes, if any, the applicable interest rate payable on
such series of Notes will be increased by 1.25%per annum to, in
the case of the 2022 Notes, 2.664%per annum and, in the case of
the 2026 Notes, 3.675%per annum. In the event of a Step Down
Rating Change (as defined in the Supplemental Indenture) in
respect of a series of Notes, if any, following a Step Up Rating
Change in respect of the same series of Notes, from and including
the first interest payment date on or after the date of such Step
Down Rating Change, the applicable interest rate payable on such
series of Notes will be decreased by 1.25%per annum to, in the
case of the 2022 Notes, 1.414%per annum and, in the case of the
2026 Notes, 2.425%per annum. If a Step Up Rating Change and,
subsequently, a Step Down Rating Change, occur in respect of the
same series of Notes during the same period beginning on the day
following an interest payment date (or beginning on
December13,2016, if no interest has been paid on the Notes) to,
and including, the next interest payment date, the applicable
rate of interest payable on such Notes will neither be increased
nor decreased as a result of either such event.

Prior to the applicable Par Call Date (such date, November 13,
2022 in the case of the 2022 Notes, which is one month prior to
their maturity date, and September13, 2026 in the case of the
2026 Notes, which is three months prior to their maturity date ),
the Company may redeem at its option, either in whole at any time
or in part from time to time, the Notes of each series at a
redemption price equal to the greater of (1)50% of the principal
amount of the Notes to be redeemed on the redemption date and
(2)the sum of the present values of the remaining scheduled
payments of principal and interest (excluding any accrued
interest) on the Notes to be redeemed on the redemption date that
would be due after the related redemption date if such Notes
matured on the applicable Par Call Date and based on the
applicable rate of interest on the Notes in effect at the time
the Company delivered the related redemption notice, discounted
to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA))
at the applicable Comparable Government Bond Rate (as defined in
the Supplemental Indenture), plus 25 basis points, in the case of
the 2022Notes, or 35 basis points, in the case of the 2026Notes,
plus, in each case, accrued and unpaid interest on the Notes
being redeemed to, but excluding, the redemption date.

In addition, the Company may redeem at its option, either in
whole at any time or in part from time to time, the Notes of each
series on and afterthe applicable Par Call Date at a redemption
price equal to 50% of the principal amount of the Notes to be
redeemed on the redemption date, plus accrued and unpaid interest
thereon to, but excluding, the redemption date.

The Company also may redeem at its option in whole at any time,
but not in part, the Notes of either series at a redemption price
equal to 50% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest thereon to, but excluding, the
redemption date, in the event of certain changes in, or

amendments to, the tax laws of the United States or any political
subdivision thereof (or taxing authority of or in the United
States), as described in the Supplemental Indenture.

Further, if a Change of Control Repurchase Event (as defined in
the Supplemental Indenture) occurs with respect of a series of
Notes, unless the Company has exercised its right to redeem such
Notes to the Base Indenture as supplemented by the Supplemental
Indenture, the Company will make an offer to each holder of the
Notes to repurchase all or any part of that holders Notes at a
repurchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus any accrued and unpaid
interest on the Notes repurchased to the date of repurchase.

The Base Indenture and Supplemental Indenture provide for
customary events of default, including, among other things,
nonpayment, failure to comply with the other covenants,
warranties and agreements in the Base Indenture and Supplemental
Indenture for a period of 60 days after notice thereof, and
certain events of bankruptcy, insolvency and reorganization.

The description set forth above is qualified in its entirety by
reference to the full text of the Supplemental Indenture
(including the forms of Notes attached thereto).

On December13, 2016, the Company issued a press release
announcing the closing of the Notes offering and the early
settlement of its cash tender offers for certain of its
outstanding debt securities. 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.

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 down -1.86 at 104.82 with 1,020,428 shares trading hands.