ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 7, 2018, Stryker Corporation (the Company) completed a public offering (the Offering) of $600,000,000 aggregate principal
amount of the Companys 3.650% notes due 2028 (the Notes). The Notes were offered 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 February 26, 2018.
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 Fourteenth Supplemental Indenture, dated March 7, 2018, 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 3.650% per year. Interest on the Notes is payable on March 7 and September 7 of each year, commencing on September 7, 2018. The Notes will mature on
March 7, 2028.
The Company may redeem the Notes prior to their maturity at the Companys option for cash, any time in whole or from time to
time in part, at redemption prices that include accrued and unpaid interest and a make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemption of the Notes on or after the par call date specified in
the Indenture.
The public offering price of the Notes was 99.958% of the principal amount. The Company expects to receive net proceeds of approximately
$595 million, after deducting the underwriting discount and its expenses related to the Offering. The Company intends to use these net proceeds to repay $600 million of its outstanding 1.300% notes due April 1, 2018 at maturity.
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 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 4.1 and 4.2, respectively, and incorporated herein by reference.
The Underwriters and their 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.