UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 2017
STRYKER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
| 0-9165 | 38-1239739 | |
(Commission File Number) | (IRS Employer Identification No.) | |
| 2825 Airview Boulevard, Kalamazoo, Michigan | 49002 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(269)385-2600
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On January 18, 2017, Stryker Corporation (the “Company”) completed a public offering of $500,000,000 aggregate principal amount of the Company’s 1.800% Notes due 2019 (the “Notes”). The Notes were offered by the Company pursuant to its Automatic Shelf Registration Statement on FormS-3 (FileNo. 333-209526) and the Prospectus included therein, filed with the Securities and Exchange Commission on February 12, 2016 and supplemented by the Prospectus Supplement dated January 12, 2017.
The Company entered into an Underwriting Agreement, dated January 12, 2017 (the “Underwriting Agreement”) between the Company and J.P. Morgan Securities LLC, as representative of the underwriter named therein (the “Underwriter”), in connection with the issuance and sale by the Company of the Notes. Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriter, and the Underwriter agreed to purchase the Notes for resale to the public. 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 Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.
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 Thirteenth Supplemental Indenture, dated January 18, 2017, 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 1.800% per year. Interest on the Notes is payable on January 15 and July 15 of each year, commencing on July 15, 2017. The Notes will mature on January 15, 2019.
Upon 30 days’ written notice to holders of the Notes, the Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture.
The public offering price of the Notes was 99.979% of the principal amount. The Company expects to receive net proceeds of approximately $498 million, after deducting the underwriting discount and estimated expenses. The Company intends to use these net proceeds for general corporate purposes, including working capital, repaying outstanding commercial paper at its maturity, acquisitions, stock repurchases and other business opportunities.
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 the date of repurchase.
The foregoing description of the Underwriting Agreement, Base Indenture and 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.
The Underwriter and its 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.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER ANOFF-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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
The agreements included as exhibits to this Current Report on Form8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form8-K not misleading.
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated January 12, 2017, between Stryker Corporation and J.P. Morgan Securities LLC, as representative of the underwriter named therein. | |
| 4.1 | Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association. – Incorporated by reference to Exhibit 4.1 to the Company’s Form8-K, dated January 15, 2010 (Commission FileNo. 000-09165). | |
| 4.2 | Thirteenth Supplemental Indenture (including the form of the note), dated January 18, 2017, between Stryker Corporation and U.S. Bank National Association. | |
| 5.1 | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. | |
| 5.2 | Opinion Letter of Warner Norcross & Judd LLP regarding the validity of the Notes. | |
| 12.1 | Statement of Computation of Ratio Earnings to Fixed Charges. | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of Warner Norcross & Judd LLP (included as part of Exhibit 5.2) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRYKER CORPORATION | ||||||
| (Registrant) | ||||||
| Date: January 18, 2017 | /s/ GLENN S. BOEHNLEIN | |||||
| Glenn S. Boehnlein | ||||||
| Vice President, Chief Financial Officer | ||||||
Exhibit Index
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated January 12, 2017, between Stryker Corporation and J.P. Morgan Securities LLC, as representative of the underwriter named therein. | |
| 4.1 | Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association. – Incorporated by reference to Exhibit 4.1 to the Company’s Form8-K, dated January 15, 2010 (Commission FileNo. 000-09165). | |
| 4.2 | Thirteenth Supplemental Indenture (including the form of the note), dated January 18, 2017, between Stryker Corporation and U.S. Bank National Association. | |
| 5.1 | Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes. | |
| 5.2 | Opinion Letter of Warner Norcross & Judd LLP regarding the validity of the Notes. | |
| 12.1 | Statement of Computation of Ratio Earnings to Fixed Charges. | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1) | |
| 23.2 | Consent of Warner Norcross & Judd LLP (included as part of Exhibit 5.2) | |