UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On September 4, 2025, Zimmer Biomet Holdings, Inc. (the “Company”) issued two new series of senior unsecured debt securities denominated in Swiss francs, comprising CHF 210,000,000 aggregate principal amount of the Company’s 0.930% Bonds 2025 – 2030 (the “Tranche A Bonds”) and CHF 390,000,000 aggregate principal amount of the Company’s 1.560% Bonds 2025 – 2035 (the “Tranche B Bonds” and, together with the Tranche A Bonds, the “Bonds”).
The Bonds were issued pursuant to a bond purchase and paying agency agreement, dated September 2, 2025 (the “BPPAA”), by and among the Company and certain financial institutions, as the joint lead managers.
The Bonds bear interest at a rate of 0.930% per annum in the case of the Tranche A Bonds and 1.560% per annum in the case of the Tranche B Bonds, which interest, in each case, will be payable annually in arrears on September 4 of each year, commencing on September 4, 2026. The Tranche A Bonds mature on September 4, 2030 and the Tranche B Bonds mature on September 4, 2035.
The Company will, subject to certain exceptions and limitations, pay additional amounts on the Bonds as are necessary in order that the net payment of the principal of, and premium, if any, and interest on, the Bonds to a holder who is not a United States person, after any required withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges imposed or levied by the United States, any political subdivision thereof or any taxing authority thereof or therein, will not be less than the amount provided in the Bonds to be then due and payable. In the event that certain developments affecting United States taxation would cause the Company to pay such additional amounts, the Company will have the option to redeem the Bonds, in whole, but not in part, at par.
Each tranche of the Bonds is subject to “3-months par call” and “clean-up call” provisions, pursuant to which the Company may redeem such tranche in whole, but not in part, at par at any time (a) on or after June 4, 2030 in the case of the Tranche A Bonds or June 4, 2035 in the case of the Tranche B Bonds, or (b) if 85% or more of the aggregate principal amount of such tranche has been redeemed or purchased and cancelled.
Holders of the Bonds will also have the option to require the Company to repurchase, at par, all or any of such holder’s Bonds upon the occurrence of a Change of Control Triggering Event, as defined in the instruments governing the Bonds.
The BPPAA provides for customary events of default, including, among other things, nonpayment, failure to comply with the other covenants, warranties and agreements in the BPPAA for a period of 60 days after notice thereof, and certain events of bankruptcy, insolvency and reorganization.
The description set forth above does not purport to be a complete description of the terms and conditions of the Bonds.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 4, 2025
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |