Zimmer Biomet gives pricing, early tender results, increases cap

By Wendy Van Sickle

Columbus, Ohio, Nov. 30 – Zimmer Biomet Holdings, Inc. announced the early results of its cash tender offers for any and all of its 3.7% senior notes due 2023 and up to $1.5 billion aggregate purchase price for six series of notes, according to a press release.

In the any-and-all offer for the one series of notes due 2023, Zimmer Biomet received tenders for $211,481,000 of the $300 million outstanding senior notes (Cusip: 98956PAQ5). All of the tendered notes will be accepted for a total purchase price of $1,009.64 per $1,000 principal amount, priced using the 1.375% U.S. Treasury due Feb. 15, 2023 plus 20 basis points.

In the capped offer, the company has decided to increase the cap to accept all of the tendered notes from the first two series, but will not accept any of the tendered notes from the last four series.

Accepted tenders from the first two notes are the:

• $1,137,036,000 tendered and accepted of the $2 billion outstanding 3.55% senior notes due 2025 (Cusip: 98956PAF9) for a total consideration of $1,073.92 per $1,000 principal amount, priced using the 1.125% U.S. Treasury due Oct. 31, 2026 with no additional spread; and

• $642,489,000 tendered and accepted of the $900 million outstanding 3.55% senior notes due 2030 (Cusip: 98956PAT9) for a total consideration of $1,107.61 per $1,000 principal amount, priced using the 1.375% U.S. Treasury due Nov. 15, 2031 plus a 65 bps spread.

Notes that were initially part of the offer, but will not have any notes accepted from them, were the:

• $395,424,000 outstanding 4.45% senior notes due 2045 (Cusip: 98956PAH5) with a $75 million subcap for tenders on the series;

• $600 million outstanding 3.05% senior notes due 2026 (Cusip: 98956PAS1) also with a $75 million subcap for tenders on the series;

• $253,417,000 outstanding 4.25% senior notes due 2035 (Cusip: 98956PAG7); and

• $317,773,000 outstanding 5.75% senior notes due 2039 (Cusip: 98956PAB8).

All of the total considerations include a $30 early tender payment per $1,000 note that will not be paid to noteholders who tender their notes after the early participation deadline.

Accrued interest will also be paid to the applicable settlement date.

The capped offer was priced using the notes’ par call dates.

Pricing was determined at 10 a.m. ET on Nov. 30.

The tender offers were subject to a financing condition. The condition has been satisfied.

The early participation deadline was 5 p.m. ET on Nov. 29, also the withdrawal deadline.

Early settlement is planned for Dec. 1.

The tender offers will expire at 11:59 p.m. ET on Dec. 13.

No more notes will be accepted from the capped offer after the early deadline, but tenders will still be accepted from the any-and-all offer.

Final settlement is planned for Dec. 15.

Barclays (800 438-3242, 212 528-7581, us.lm@barclays.com), Citigroup Global Markets Inc. (800 558-3745, 212 723-6106, ny.liabilitymanagement@citi.com) and Goldman Sachs & Co. LLC (800 828-3182, 212 902-5962) are the lead dealer managers.

Mizuho Securities USA LLC and Morgan Stanley & Co. LLC are the dealer managers.

BNP Paribas Securities Corp., BofA Securities, Inc., DNB Markets, Inc., HSBC Securities (USA) Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. are the co-dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (800 859-8509, 212 269-5550, zbh@dfking.com).

Zimmer Biomet, based in Warsaw, Ind., designs, manufactures and markets orthopedic reconstructive and other products.

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