Zimmer Biomet Holdings announced that it has completed an offering of €500m aggregate principal amount of 1.414% Notes due 2022 (the "2022 Notes") and €500m aggregate principal amount of 2.425% Notes due 2026 (together with the 2022 Notes, the "Euro Notes") in an SEC registered offering.
The Company used the net proceeds from the sale of the Euro Notes to pay for the debt securities identified in the table below (collectively, the "Tender Offer Notes") purchased in its previously-announced cash tender offers (the "Offers").
The completion of the offering of the Euro Notes satisfies the financing condition to the Offers as set forth in the Offer to Purchase dated November 21, 2016 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"), each as amended by the Company's press releases dated December 5, 2016 and December 6, 2016.
The Company today also announced that it has accepted for purchase the aggregate principal amount of each series of Tender Offer Notes validly tendered and not validly withdrawn on or before 5:00 p.m., New York City time, on December 5, 2016 (the "Early Tender Deadline"), as shown in the following table.
Because the aggregate purchase price for certain series of validly tendered Tender Offer Notes exceeded the aggregate purchase price (excluding accrued and unpaid interest to, but not including, the settlement date and excluding fees related to the Offers) of $1.25 billion (the "Maximum Tender Amount"), the Tender Offer Notes were accepted for purchase subject to the Acceptance Priority Levels (as defined in the Offer to Purchase) and proration, each as described in the Offer to Purchase and Letter of Transmittal. Settlement of such Tender Offer Notes accepted for purchase occurred today.
Holders of Tender Offer Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline received the Total Consideration (as defined in the Offer to Purchase), which included an early tender premium of $30 per $1,000 principal amount of Tender Offer Notes validly tendered by such holders and accepted for purchase by the Company.
Accrued interest up to, but not including, today, December 13, 2016, was paid in cash on all validly tendered Tender Offer Notes accepted for purchase by the Company in the Offers. Tender Offer Notes purchased in the Offers were retired and cancelled.
Validly tendered Tender Offer Notes that were not accepted for purchase pursuant to the Offers will be returned to holders.
Although the Offers are scheduled to expire at 11:59 p.m., New York City time, on December 19, 2016, because holders of Tender Offer Notes subject to the Offers validly tendered and did not validly withdraw Tender Offer Notes on or prior to the Early Tender Deadline for which the aggregate purchase price exceeded the Maximum Tender Amount, the Company has not accepted, and will not accept, for purchase any tenders of Tender Offer Notes after the Early Tender Deadline.
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare.
We design, manufacture and market orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; office based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.
We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.