Item 1.01 |
Entry into a Material Definitive Agreement. |
Agreements with or Related to ZimVie Inc.
On March 1, 2022 (the “Distribution Date”), Zimmer Biomet Holdings, Inc. (the “Company”) completed the previously announced separation (the “Separation”) of its spine and dental businesses through the distribution by the Company of 80.3% of the outstanding shares of common stock of ZimVie Inc. (“ZimVie”) to the Company’s stockholders at the close of business on February 15, 2022 (the “Record Date”). The distribution was made in the amount of one share of ZimVie common stock for every ten shares of Company common stock (the “Distribution”) owned by the Company’s stockholders at the close of business on the Record Date.
On March 1, 2022, the Company and its subsidiaries entered into definitive agreements with ZimVie that, among other things, set forth the terms and conditions of the Separation and the Distribution. The agreements, which set forth the principles and actions taken or to be taken in connection with the Separation and the Distribution and provide a framework for the Company’s relationship with ZimVie from and after the Separation and the Distribution, include a Separation and Distribution Agreement (the “Separation Agreement”), a Tax Matters Agreement (the “Tax Matters Agreement”), an Employee Matters Agreement (the “Employee Matters Agreement”), a Transition Services Agreement (the “Transition Services Agreement”), an Intellectual Property Matters Agreement (the “Intellectual Property Matters Agreement”), a Stockholder and Registration Rights Agreement (the “Stockholder and Registration Rights Agreement”), a Transition Manufacturing and Supply Agreement (the “Transition Manufacturing and Supply Agreement”), a Reverse Transition Manufacturing and Supply Agreement (the “Reverse Transition Manufacturing and Supply Agreement”) and a Transitional Trademark License Agreement (the “Transitional Trademark License Agreement”), each dated as of March 1, 2022.
On February 25, 2022, the Company entered into a waiver (the “Five-Year Facility Waiver”) related to its existing Five-Year Revolving Credit Agreement, dated as of August 20, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “2021 Five-Year Credit Agreement”), and a waiver (the “364-Day Facility Waiver”) related to its existing 364-Day Revolving Credit Agreement, dated as of August 20, 2021, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “2021 364-Day Credit Agreement”), in each case to permit the incurrence of debt and granting of liens by ZimVie and certain of its subsidiaries immediately prior to the Distribution Date and the completion of the Separation.
The descriptions included below of the Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Transition Services Agreement, the Intellectual Property Matters Agreement, the Stockholder and Registration Rights Agreement, the Transition Manufacturing and Supply Agreement, the Reverse Transition Manufacturing and Supply Agreement, the Transitional Trademark License Agreement, the Five-Year Facility Waiver and the 364-Day Facility Waiver do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
Separation and Distribution Agreement
The Separation Agreement sets forth the Company’s agreements with ZimVie regarding the principal actions to be taken in connection with the Separation and the Distribution. It also sets forth other agreements that govern aspects of the Company’s relationship with ZimVie following the Separation and the Distribution. The Separation Agreement provides for, among other things, (i) the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of the Company and ZimVie as part of the Separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the ZimVie businesses with ZimVie and financial responsibility for the obligations and liabilities of the Company’s remaining businesses with the Company, (iii) procedures with respect to claims subject to indemnification and related matters and governing the Company’s and ZimVie’s obligations and allocations of liabilities with respect to ongoing litigation matters and (iv) the allocation between the Company and ZimVie of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the Distribution.
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