| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On November 30, 2018, Stryker Corporation (the “Company”) completed a public offering (the “Offering”) of €300,000,000 aggregate principal amount of the Company’s Floating Rate Notes due 2020 (the “Floating Rate Notes”), €550,000,000 aggregate principal amount of the Company’s 1.125% Notes due 2023 (the “2023 Notes”), €750,000,000 aggregate principal amount of the Company’s 2.125% Notes due 2027 (the “2027 Notes”) and €650,000,000 aggregate principal amount of the Company’s 2.625% Notes due 2030 (the “2030 Notes” and, collectively with the Floating Rate Notes, 2023 Notes and 2027 Notes, 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 November 27, 2018.
In connection with the Offering, the Company entered into an Underwriting Agreement, dated November 27, 2018 (the “Underwriting Agreement”), among the Company, Barclays Bank PLC, BNP Paribas, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and the several other underwriters named in Schedule A thereto (collectively, the “Underwriters”), providing for the issuance and sale by the Company to the Underwriters of the Notes. 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.
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 Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth Supplemental Indenture and the Eighteenth Supplemental Indenture, each dated November 30, 2018, between the Company and the Trustee (collectively, the “Supplemental Indentures,” and the Base Indenture as so supplemented, the “Indenture”).
The 2023 Notes will bear interest at a rate of 1.125% per year, the 2027 Notes will bear interest at a rate of 2.125% per year, the 2030 Notes will bear interest at a rate of 2.625% per year and the Floating Rate Notes will bear interest at a rate equivalent to the3-month EURIBOR plus 0.28% per year, provided, however, that the minimum interest rate for the Floating Rate Notes shall be zero. Interest on each of the 2023 Notes, 2027 Notes and 2030 Notes is payable on November 30 of each year, commencing on November 30, 2019. Interest on the Floating Rate Notes is payable on March 1, May 30, August 30 and November 30 of each year, commencing on March 1, 2019. The 2023 Notes will mature on November 30, 2023, the 2027 Notes will mature on November 30, 2027, the 2030 Notes will mature on November 30, 2030 and the Floating Rate Notes will mature on November 30, 2020.
The Company may redeem any series of the Notes at its option, in whole, but not in part, for cash, at any time prior to their respective maturities at a price equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date, if certain tax events occur that would obligate the Company to pay additional amounts as described in the Indenture. In addition, the Company may redeem each of the 2023 Notes, 2027 Notes and 2030 Notes prior to their respective maturities at the Company’s option for cash, any time in whole or from time to time in part, at redemption prices that include 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 2023 Notes, 2027 Notes and 2030 Notes on or after the respective par call dates specified in the Indenture. The Floating Rate Notes are not redeemable at the Company’s option, other than following a tax event as described above.
The public offering price of the 2023 Notes was 99.884% of the principal amount, the public offering price of the 2027 Notes was 99.781% of the principal, the public offering price of the 2020 Notes was 98.988% of the principal amount and the public offering price of the Floating Rate Notes was 100.073% of the principal amount. The Company expects to receive net proceeds of approximately $2,527 million, after deducting the underwriting discount and its expenses related to the Offering. The Company intends to use these net proceeds for general corporate purposes, including the repayment of all of the $500 million principal amount outstanding of the Company’s 1.800% Notes due January 15, 2019 at maturity and the repayment of all of the $750 million principal amount outstanding of the Company’s 2.000% Notes due March 8, 2019 at maturity, as well as the repayment of any commercial paper then outstanding.
