UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ZIMMER BIOMET HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box: ☑
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box: ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box: ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-209394
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Zimmer Biomet Holdings, Inc., a Delaware corporation (the Company), has filed with the U.S. Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement dated December 6, 2016 (the Prospectus Supplement) to a Prospectus dated February 4, 2016 (the Prospectus), contained in the Companys effective Registration Statement on Form S-3 (Registration No. 333-209394), which Registration Statement was filed with the Commission on February 4, 2016, relating to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1. | Description of Registrants Securities to be Registered. |
The securities to be registered hereunder are the Companys 500,000,000 1.414% Notes due 2022 and 500,000,000 2.425% Notes due 2026. The information required by this item is incorporated by reference to the information contained in the sections captioned Description of the Notes in the Prospectus Supplement and Description of Debt Securities We May Offer in the Prospectus.
Item 2. | Exhibits. |
4.1 |
Indenture, dated as of November 17, 2009, between Zimmer Holdings, Inc. (now known as Zimmer Biomet Holdings, Inc.) and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.2 |
Fourth Supplemental Indenture, dated as of December 13, 2016, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.3 |
Agency Agreement, dated as of December 13, 2016, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as registrar and transfer agent, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.4 |
Amendment No. 1 to the Agency Agreement, dated as of January 4, 2017, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as original registrar and original transfer agent, U.S. Bank National Association, as successor registrar and successor transfer agent, and Wells Fargo Bank, National Association, as trustee (filed herewith). | |
4.5 |
Form of 1.414% Notes due 2022 (included in Exhibit 4.2). | |
4.6 |
Form of 2.425% Notes due 2026 (included in Exhibit 4.2). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 4, 2017
ZIMMER BIOMET HOLDINGS, INC. | ||
By: | /s/ Chad F. Phipps | |
Name: | Chad F. Phipps | |
Title: |
Senior Vice President, General Counsel and Secretary |
INDEX TO EXHIBITS
Exhibit No. |
Description |
|
4.1 |
Indenture, dated as of November 17, 2009, between Zimmer Holdings, Inc. (now known as Zimmer Biomet Holdings, Inc.) and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.2 |
Fourth Supplemental Indenture, dated as of December 13, 2016, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.3 |
Agency Agreement, dated as of December 13, 2016, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as registrar and transfer agent, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed December 13, 2016). | |
4.4 |
Amendment No. 1 to the Agency Agreement, dated as of January 4, 2017, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as original registrar and original transfer agent, U.S. Bank National Association, as successor registrar and successor transfer agent, and Wells Fargo Bank, National Association, as trustee (filed herewith). | |
4.5 |
Form of 1.414% Notes due 2022 (included in Exhibit 4.2). | |
4.6 |
Form of 2.425% Notes due 2026 (included in Exhibit 4.2). |
Exhibit 4.4
D ATED J ANUARY 4, 2017
ZIMMER BIOMET HOLDINGS, INC., AS ISSUER
ELAVON FINANCIAL SERVICES DAC, UK BRANCH, AS PAYING AGENT
ELAVON FINANCIAL SERVICES DAC, AS ORIGINAL TRANSFER AGENT
ELAVON FINANCIAL SERVICES DAC, AS ORIGINAL REGISTRAR
U.S. BANK NATIONAL ASSOCIATION, AS SUCCESSOR TRANSFER AGENT
U.S. BANK NATIONAL ASSOCIATION, AS SUCCESSOR REGISTRAR
- AND -
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
A MENDMENT N O . 1 TO
THE A GENCY A GREEMENT
DATED D ECEMBER 13, 2016
relating to Notes issued under a
prospectus dated February 4, 2016, as supplemented by a
prospectus supplement dated December 6, 2016
T HIS A MENDMENT N O . 1 (this Amendment ) is effective as of January 4, 2017 and amends the Agency Agreement dated effective as of December 13, 2016 (the Original Agreement and, as amended hereby and from time to time, the Agreement ).
B ETWEEN :
(1) | ZIMMER BIOMET HOLDINGS, INC., a corporation organized under the laws of the State of Delaware of the United States of America, having its principal offices at 345 East Main Street, Warsaw, Indiana 46580 (the Issuer ); |
(2) | ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland with the Companies Registration Office, registered number 418442, with its registered office at 2nd Floor, Block E, Cherrywood Science & Technology Park, Loughlinstown, Co. Dublin, Ireland, acting through its UK Branch (registered number BR009373) from its offices at 125 Old Broad Street, Fifth Floor, London EC2N 1AR under the trade name U.S. Bank Global Corporate Trust Services, as Paying Agent (the Paying Agent which expression shall include any successor paying agent appointed in accordance with the Agreement); |
(3) | ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland with the Companies Registration Office, registered number 418442, with its registered office at 2nd Floor, Block E, Cherrywood Science & Technology Park, Loughlinstown, Co. Dublin, Ireland, as the original Transfer Agent (the Original Transfer Agent ) (the Original Transfer Agent and any successor transfer agent appointed in accordance with the Agreement being the Transfer Agent ); |
(4) | ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland with the Companies Registration Office (registered number 418442), with its registered office at 2nd Floor, Block E, Cherrywood Science & Technology Park, Loughlinstown, Co. Dublin, Ireland as the original Registrar (the Original Registrar ) (the Original Registrar and any successor registrar appointed in accordance with the Agreement being the Registrar ); |
(5) | U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as successor Transfer Agent (the Successor Transfer Agent ); |
(6) | U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as successor Registrar (the Successor Registrar ); and |
(7) | WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association chartered under the federal laws of the United States of America with its corporate trust office for purposes of the Indenture at 150 East 42 nd Street, 40 th Floor, New York, NY 10017, Attention: Corporate, Municipal and Escrow Services, as Trustee (the Trustee ). |
W HEREAS :
(A) | The Issuer, the Paying Agent, the Original Transfer Agent, the Original Registrar and the Trustee are party to the Original Agreement, pursuant to which, among other things, the Original Transfer Agent and the Original Registrar were appointed as the Transfer Agent and Registrar, respectively, with respect to the Issuers 500 million aggregate principal amount of its 1.414% Notes due 2022 and 500 million aggregate principal amount of its 2.425% Notes due 2026 (together, the Notes ). |
(B) | In connection with the listing of the Notes on the New York Stock Exchange and their registration under the United States Securities Exchange Act of 1934 (the Exchange Act ), the Issuer desires to terminate the appointment of the Original Transfer Agent and the Original Registrar and, in their places, appoint the Successor Transfer Agent as the Transfer Agent and the Successor Registrar as the Registrar, effective immediately. |
(C) | The Original Transfer Agent and Original Registrar have agreed to such terminations, and the Successor Transfer Agent and the Successor Registrar have agreed to such appointments. |
I T IS AGREED :
1. | I NTERPRETATION |
1.1 | Unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings given in the Original Agreement. |
1.2 | This Amendment shall be read together with, and interpreted in light of the provisions of, the Original Agreement and the Indenture. In the event of any conflict or inconsistency between the Indenture and the Agreement, the Indenture shall prevail. |
2. | C HANGES TO THE R EGISTRAR |
2.1 | The Original Registrars appointment as Registrar is hereby terminated. |
2.2 | The Issuer hereby appoints the Successor Registrar, and the Successor Registrar hereby agrees to act at its specified office, as Registrar in relation to the Notes in accordance with the provisions of the Agreement and the Indenture and upon the terms and subject to the conditions contained in the Agreement and the Indenture. |
2.3 | On the date of this Amendment, the Original Registrar shall transfer to the Successor Registrar the necessary books and records incident to the performance of the duties of the Registrar. |
2.4 | All references in the Agreement, the Indenture or the Notes to the Registrar shall, from and after the date hereof, be deemed to be references to the Successor Registrar. |
3. | C HANGES TO THE T RANSFER A GENT |
3.1 | The Original Transfer Agents appointment as Transfer Agent and as Authenticating Agent (as defined in the Indenture) for the Notes is hereby terminated. |
3.2 | The Successor Transfer Agent is hereby appointed, and hereby agrees to act, as the agent of the Issuer, to act as Transfer Agent for the purposes specified in the Agreement, the Indenture and the Notes, and the Successor Transfer Agent hereby accepts such appointment. In such capacity, the Trustee hereby appoints the Successor Transfer Agent, and the Successor Transfer Agent hereby accepts such appointment, to serve as the Authenticating Agent (as defined in the Indenture) for the Notes. |
3.3 | On the date of this Amendment, the Original Transfer Agent shall transfer to the Successor Transfer Agent the necessary books and records incident to the performance of the duties of the Transfer Agent and Authenticating Agent. |
3.4 | All references in the Agreement, the Indenture or the Notes to the Transfer Agent or the Authenticating Agent shall, from and after the date hereof, be deemed to be references to the Successor Transfer Agent. |
2
4. | C OMMUNICATIONS |
For purposes of Section 14 of the Agreement, the address for communications to the Successor Transfer Agent and the Successor Registrar shall be as follows:
U.S. Bank National Association
|
||
U.S. Bank National Association 60 Livingston Avenue EP-MN-WS3C St. Paul, MN 55107 United States
|
Fax: +1 651 466 7430 Attention: Donald T. Hurrelbrink Email: Donald.hurrelbrink@usbank.com |
5. | R EPRESENTATIONS & W ARRANTIES OF THE S UCCESSOR T RANSFER A GENT AND S UCCESSOR R EGISTRAR |
Each of the Successor Transfer Agent and the Successor Registrar represents and warrants that it is duly authorized and qualified to act as Transfer Agent, Registrar, and/or Authenticating Agent, as applicable, and that it is duly and validly registered as a transfer agent in accordance with Section 17A(c) of the Exchange Act and has been approved to act in the capacities of a transfer agent and a registrar in accordance with Section 6 of The New York Stock Exchange Listed Company Manual.
6. | E FFECT OF A MENDMENT |
This Amendment is effective as an amendment to the Agreement pursuant to and in accordance with the Agreement, and is binding on each of the parties thereto and hereto. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by each of the applicable parties thereto. On and after the date hereof, each reference in the Agreement to this Agreement, the Agreement, hereunder, hereof, herein or words of like import, and each reference to the Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Agreement, the Indenture or the Notes, will mean and be a reference to, unless the context otherwise requires, the Agreement as amended hereby. Each party hereby acknowledges that any notice, consent, or other procedural requirements relating to the termination of the appointment of the Original Registrar and the Original Transfer Agent, the appointment of the Successor Registrar and the Successor Transfer Agent, and the execution, delivery and performance of this Amendment have been satisfied or are hereby waived.
A S WITNESS the hands of the parties or their duly authorised agents the day and year first above written.
3
S IGNATORIES
P AYING A GENT
ELAVON FINANCIAL SERVICES DAC, UK BRANCH
By: | /s/ Hamyd Mazrae | |||
Name: | Hamyd Mazrae | |||
Title: | Authorised Signatory | |||
By: | /s/ Chris Yates | |||
Name: | Chris Yates | |||
Title: | Authorised Signatory | |||
O RIGINAL T RANSFER A GENT | ||||
ELAVON FINANCIAL SERVICES DAC | ||||
By: | /s/ Hamyd Mazrae | |||
Name: | Hamyd Mazrae | |||
Title: | Authorised Signatory | |||
By: | /s/ Chris Yates | |||
Name: | Chris Yates | |||
Title: | Authorised Signatory | |||
O RIGINAL R EGISTRAR | ||||
ELAVON FINANCIAL SERVICES DAC | ||||
By: | /s/ Hamyd Mazrae | |||
Name: | Hamyd Mazrae | |||
Title: | Authorised Signatory | |||
By: | /s/ Chris Yates | |||
Name: | Chris Yates | |||
Title: | Authorised Signatory |
[Signature Page to Amendment No. 1 to Agency Agreement]
S UCCESSOR T RANSFER A GENT | ||||
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ Donald T. Hurrelbrink | |||
Name: | Donald T. Hurrelbrink | |||
Title: | Vice President | |||
S UCCESSOR R EGISTRAR | ||||
U.S. BANK NATIONAL ASSOCIATION | ||||
By: | /s/ Donald T. Hurrelbrink | |||
Name: | Donald T. Hurrelbrink | |||
Title: | Vice President |
[Signature Page to Amendment No. 1 to Agency Agreement]
I SSUER | ||||
ZIMMER BIOMET HOLDINGS, INC. | ||||
By: | /s/ Daniel P. Florin | |||
Name: | Daniel P. Florin | |||
Title: | Senior Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to Agency Agreement]
T RUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: | /s/ Gregory S. Clarke | |||
Name: | Gregory S. Clarke | |||
Title: | Vice President |
[Signature Page to Amendment No. 1 to Agency Agreement]