ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On January 18, 2017, Stryker
Corporation (the Company) completed a public offering of $500,000,000 aggregate principal amount of the Companys 1.800% Notes due 2019 (the Notes). The Notes were offered by the Company pursuant 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 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 Companys 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 Companys 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 Moodys Investors Services, Inc. and Standard & Poors 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.