Stryker Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (Commission File Number) | (I.R.S. Employee Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On February 25, 2025, Stryker Corporation, and certain of its subsidiaries as designated borrowers, entered into a revolving credit agreement with various lenders and issuing banks and Wells Fargo Bank, National Association, as administrative agent (the “Credit Agreement”), that replaces its previous revolving credit agreement, dated as of October 26, 2021 (the “2021 Credit Agreement”). The principal terms of the Credit Agreement are: (1) an aggregate principal amount of commitments of $3.0 billion, (2) a maturity date of February 25, 2030 and (3) a leverage ratio financial covenant that provides for a maximum permitted leverage ratio of 3.75:1 at the end of any fiscal quarter, with an acquisition holiday no more than twice during the term of the Credit Agreement that permits the Company to elect to increase the maximum permitted leverage ratio by 1.0 to 4.75:1 for a period of four consecutive fiscal quarters, with the maximum permitted leverage ratio then stepping down by 0.25:1 for each of the next four quarters until it reaches 3.75:1, in connection with the consummation of certain material acquisitions. The Credit Agreement has an annual facility fee with respect to undrawn loans ranging from 7.0 to 15.0 basis points and loans under the Credit Agreement bear interest at either a Eurocurrency Rate, Term SOFR, Term CORRA Reference Rate or Base Rate (in each case as defined in the Credit Agreement), plus an applicable margin ranging from 0 to 10 basis points for Base Rate loans and 68 to 110 basis points for Eurocurrency Rate and RFR (as defined in the Credit Agreement) loans. The applicable margin for Eurocurrency Rate and RFR loans also applies to letters of credit. Both the facility fee and the applicable margin are dependent on the Company’s credit ratings. The representations and warranties, covenants and events of default contained in the Credit Agreement are substantially the same as those contained in the 2021 Credit Agreement. The foregoing summary is qualified in its entirety by the terms of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information set forth in Item 1.01 above with respect to the Credit Agreement is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 10.1 | Credit Agreement, dated as of February 25, 2025, among Stryker Corporation, certain of its subsidiaries as designated borrowers, the various lenders and issuing banks party thereto, and Wells Fargo Bank, National Association, as administrative agent | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |
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.
| STRYKER CORPORATION | ||||||
| (Registrant) | ||||||
| Date: February 27, 2025 | /s/ GLENN S. BOEHNLEIN | |||||
| Glenn S. Boehnlein | ||||||
| Vice President, Chief Financial Officer | ||||||