Material Agreement · New Debt / Obligation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2020       STRYKER CORPORATION (Exact name of registrant as specified in its charter)       Michigan   001-13149   38-1239739 (State of incorporation)   (Commission File Number)   (I.R.S. E mployee Identification No.)   2825 Airview Boulevard Kalamazoo , Michigan   49002 (Address of principal executive offices)   (Zip Code) (269) 385-2600 (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 Common Stock, $.10 Par Value   SYK   New York Stock Exchange 1.125% Notes due 2023   SYK23   New York Stock Exchange 0.250% Notes due 2024   SYK24A   New York Stock Exchange 2.125% Notes due 2027   SYK27   New York Stock Exchange 0.750% Notes due 2029   SYK29   New York Stock Exchange 2.625% Notes due 2030   SYK30   New York Stock Exchange 1.000% Notes due 2031   SYK31   New York Stock Exchange Floating Rate Notes due 2020   SYK20A   New York Stock Exchange 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 November 23, 2020, Stryker Corporation (the “Company”) completed a public offering (the “Offering”) of $600,000,000 aggregate principal amount of the Company’s 0.600% Notes due 2023 (the “Notes”). The Notes were sold pursuant to an Underwriting Agreement, dated November 18, 2020 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as underwriters. The Offering was made pursuant to the Company’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-229539) and the Prospectus included therein, filed with the Securities and Exchange Commission on February 7, 2019, and supplemented by the Prospectus Supplement dated November 18, 2020. 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 Twenty-Fifth Supplemental Indenture, dated November 23, 2020, 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 0.600% per year. Interest on the Notes is payable on each June 1 and December 1, commencing on June 1, 2021. The Notes will mature on December 1, 2023. Prior to December 1, 2021, the Company may redeem the Notes at the Company’s option for cash, any time in whole or from time to time in part, at a redemption price that includes accrued and unpaid interest and the applicable make-whole premium, as specified in the Indenture. However, no make-whole premium will be paid for redemption of the Notes on or after December 1, 2021. The Company expects to receive net proceeds of approximately $596 million, after deducting the underwriting discount and estimated expenses related to the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include payments in connection with the redemption of Wright Medical Group N.V.’s (“Wright”) convertible debt, which the Company assumed upon completion of the acquisition of Wright. The Company may issue additional debt from time to time pursuant to the Indenture. The Indenture contains covenants that limit the Company’s 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 Company’s 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 Moody’s Investors’ Services, Inc. and Standard & Poor’s 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, but not including, the date of repurchase. The foregoing description of the Underwriting Agreement, Base Indenture and the 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 1.1, 4.1 and 4.2 hereto, respectively, and 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 Notes 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   Exhibit No.    Description   1.1    Underwriting Agreement, dated November 18, 2020, between Stryker Corporation and Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as underwriters.   4.1    Indenture, dated January 15, 2010, between Stryker Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated January 15, 2010 (Commission File No. 000-09165)).   4.2    Twenty-Fifth Supplemental Indenture (including the form of the note), dated November 23, 2020, between Stryker Corporation and U.S. Bank National Association, as trustee.   5.1    Opinion of Sullivan & Cromwell LLP regarding the validity of the Notes.   5.2    Opinion of Warner Norcross + Judd LLP regarding the validity of the Notes. 23.1    Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1). 23.2    Consent of Warner Norcross + Judd LLP (included as part of Exhibit 5.2). 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) Dated: November 23, 2020     By:   /s/ Glenn S. Boehnlein     Name:   Glenn S. Boehnlein     Title:   Vice President, Chief Financial Officer