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): October 31, 2014
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16407 | 13-4151777 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement
On October 31, 2014, Zimmer K.K., a wholly-owned subsidiary of Zimmer Holdings, Inc., and Sumitomo Mitsui Banking Corporation entered into the First Amendment (the “Amendment”) to the ¥11.7 billion term loan agreement dated as of May 24, 2012 (the “Loan Agreement”) to extend the maturity date under the Loan Agreement from May 31, 2016 to May 31, 2018.
The foregoing summary of the Amendment is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | First Amendment, dated October 31, 2014, to the ¥11,700,000,000 Term Loan Agreement dated as of May 24, 2012 | |
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.
Date: November 5, 2014
| ZIMMER HOLDINGS, INC. | ||
| By: |
/s/ Chad F. Phipps | |
| Name: |
Chad F. Phipps | |
| Title: |
Senior Vice President, General Counsel | |
| and Secretary | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | First Amendment, dated October 31, 2014, to the ¥11,700,000,000 Term Loan Agreement dated as of May 24, 2012 | |
Exhibit 10.1
FIRST AMENDMENT (the “First Amendment”), dated as of October 31, 2014, between ZIMMER K.K. (the “Borrower”) and SUMITOMO MITSUI BANKING CORPORATION (the “Bank”), to the Term Loan Agreement dated as of May 24, 2012 (the “Agreement”) between the Borrower and the Bank.
W I T N E S S E T H
The Borrower and the Bank wish to amend the Agreement to extend the Maturity Date. Unless otherwise defined in this First Amendment, capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.
Accordingly, in consideration of the premises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment. In Section 1.01 of the Agreement (captioned, “Defined Terms”), the defined term “Maturity Date” is hereby amended and restated in its entirety to read as follows:
“Maturity Date” means May 31, 2018.
Section 2. Effectiveness. Conditioned on the truth and accuracy of the representations made in Section 3 hereof, this First Amendment shall become effective as of the date hereof when the Bank shall have received a copy of this First Amendment, duly executed by Borrower.
Section 3. Representations. The Borrower reaffirms the representations and warranties in the Agreement as made as of the date hereof and confirms that both before and after giving effect to this First Amendment there is and will be no Event of Default under the Agreement. The Borrower makes the representations and warranties in the Agreement with respect to its execution and delivery as to the execution and delivery of this First Amendment.
Section 4. Ratification. The Agreement shall remain in full force and effect in its original form, without novation, when this First Amendment shall become effective except as the Agreement is specifically amended by the terms of this First Amendment.
Section 5. Cross-references. Upon the effectiveness of this First Amendment, any reference to the Agreement shall mean the Agreement as amended hereby.
Section 6. Governing Law. This First Amendment shall be considered an agreement under the laws in effect in the State of New York and for all purposes shall be construed in accordance with such laws without giving effect to the conflict of laws provisions contained therein.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first written above.
| ZIMMER K.K. | ||||
| By: | /s/ Kazuya Ogawa | |||
| Name: | Kazuya Ogawa | |||
| Title: | President and Representative Director | |||
| SUMITOMO MITSUI BANKING CORPORATION | ||||
| By: | /s/ David Kee | |||
| Name: | David Kee | |||
| Title: | Managing Director | |||
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