DESCRIPTION OF THE NOTES
The following description of the particular terms of the 3.250% Notes due 2030 (the Notes) offered hereby (referred to in the accompanying
prospectus as debt securities) supplements the description of the general terms and provisions of the debt securities included in the accompanying prospectus. The following summary of the Notes is qualified in its entirety by reference
in the accompanying prospectus to the description of the Indenture, to be dated as of the Issue Date (as defined below) (the Base Indenture), between DENTSPLY SIRONA Inc. (the Company) and Wells Fargo Bank, National
Association (the Trustee), as supplemented by a First Supplemental Indenture, to be dated as of the Issue Date, between the Company and the Trustee (together with the Base Indenture, the Indenture).
Capitalized terms used but not defined in this prospectus supplement have the meanings assigned in the accompanying prospectus or the Indenture. In this
Description of the Notes, the terms DENTSPLY, we, our, us or the Company refer to DENTSPLY SIRONA Inc., a Delaware corporation, and do not include our subsidiaries.
General
The Notes will mature on
June 1, 2030, unless we redeem or repurchase the Notes prior to that date, as described below under Optional Redemption or Change of Control. The Notes will constitute senior debt of the Company and will rank
pari passu with all other unsecured and unsubordinated indebtedness of the Company. The Notes will be issued in fully registered form only, in denominations of $2,000 and additional multiples of $1,000. Principal of and interest on the Notes
will be payable, and the transfer of Notes will be registrable, through The Depository Trust Company, New York, New York (DTC).
The Company may, without the consent of the holders of the Notes, issue additional notes having the same ranking and the same interest rate,
maturity and other terms as the Notes. Any additional notes having such similar terms, together with the Notes, will constitute a single series of notes under the Indenture. In the event that additional notes are not fungible with the Notes for U.S.
federal income tax purposes, such additional notes will be issued with a separate CUSIP or other applicable identifying number so that they are distinguishable from the Notes.
As used in this Description of the Notes, Business Day means any day, other than a Saturday or Sunday, that is not a
day on which banking institutions are authorized or required by law or regulation to close in the City of New York.
The Notes will be our
senior unsecured indebtedness and will rank equally with our other existing and future unsubordinated unsecured indebtedness from time to time outstanding. As of March 31, 2020, the Company had approximately $1,454 million of total debt
outstanding, $1.4 million of which was secured. The Notes will not be obligations of or guaranteed by any of our subsidiaries. As a result, the Notes will be structurally subordinated to all indebtedness and other liabilities of our
subsidiaries. As of March 31, 2020, our subsidiaries had approximately $294 million of indebtedness and other liabilities outstanding.
The Notes will bear interest from May 26, 2020 at the rate of 3.250% per annum.
Interest on the Notes will be payable semiannually on June 1 and December 1 of each year, commencing on December 1, 2020, in
each case, to the person in whose name the Note is registered at the close of business on the 14th calendar day immediately preceding such interest payment date (whether or not a Business Day). Interest payable at the maturity of the Notes will be
payable to registered holders of the Notes to whom principal is payable.
Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
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