重大事件
即時報告
8-K
2026-06-29
Zimmer Biomet 簽訂27.5億美元新信貸協議 優化資金結構
AI 繁中摘要
Zimmer Biomet 簽訂新信貸協議 總額達 27.5 億美元 💰
Zimmer Biomet Holdings（股票代碼：ZBH）於 2026 年 6 月 26 日向 SEC 提交 8-K 申報，披露已簽訂兩項新循環信貸協議，並同時終止原有信貸安排，以優化資金結構及支持一般企業用途。
主要內容：
- 新五年期循環信貸協議（Five-Year Revolving Credit Agreement）：總額 15 億美元，無擔保，到期日為 2031 年 6 月 26 日，公司可選擇延長兩次（每次一年），須獲貸款人同意。另設有未承諾增量選項，最多可再增加 7.5 億美元。
- 新 364 天循環信貸協議（364-Day Revolving Credit Agreement）：總額 12.5 億美元，無擔保，到期日為 2027 年 6 月 25 日。
利率條款：
兩項協議的借款均按浮動利率計息，以調整後期限擔保隔夜融資利率（Term SOFR）或替代基準利率為基礎，另加適用息差，息差取決於公司的高級無擔保長期債務信貸評級。公司亦須按循環信貸總額支付設施費，費率同樣與信貸評級掛鈎。
財務契約：
兩項協議均要求公司維持合併負債與合併 EBITDA 比率不高於 4.5 倍（以連續四個財政季度計算），若進行符合條件的重大收購，該比率可暫時提高至 5.0 倍。契約亦包含常見的肯定及否定承諾、違約事件等條款。
舊協議終止：
同日，公司終止了 2025 年 6 月 27 日簽訂的原有五年期及 364 天循環信貸協議。當時兩項舊協議均無未償還本金，僅有約 40 萬美元費用需支付，已以現金結清。所有原有信用證已轉移至新五年期協議下。
對投資者的潛在影響 📋
是次再融資反映了公司維持充裕流動性的策略，新協議條款與舊協議大致相似，並未對財務狀況構成重大變化。投資者可留意公司日後的槓桿水平及潛在收購活動，因契約允許在重大併購時提高負債比率，或預示未來有擴張計劃。
展開英文正文
8-K false 0001136869 0001136869 2026-06-26 2026-06-26 0001136869 us-gaap:CommonStockMember 2026-06-26 2026-06-26 0001136869 zbh:M2.425NotesDue2026Member 2026-06-26 2026-06-26 0001136869 zbh:M1.164NotesDue2027Member 2026-06-26 2026-06-26 0001136869 zbh:M3.518NotesDue2032Member 2026-06-26 2026-06-26 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): June 26, 2026 ZIMMER BIOMET 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) 373-3333 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: ☐ 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, $0.01 par value ZBH New York Stock Exchange 2.425% Notes due 2026 ZBH 26 New York Stock Exchange 1.164% Notes due 2027 ZBH 27 New York Stock Exchange 3.518% Notes due 2032 ZBH 32 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 June 26, 2026, Zimmer Biomet Holdings, Inc. (the “Company”) entered into a new five-year revolving credit agreement and a new 364-day revolving credit agreement, as described below. The Five-Year Revolving Credit Agreement, dated as of June 26, 2026, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Five-Year Credit Agreement”), is a five-year unsecured revolving facility of $1.5 billion (the “Five-Year Revolving Facility”). The Five-Year Credit Agreement will mature on June 26, 2031, with two one-year extensions exercisable at the Company’s discretion and subject to required lender consent. The Five-Year Credit Agreement also includes an uncommitted incremental feature allowing the Company to request an increase of the facility by an aggregate amount of up to $750.0 million. Borrowings under the Five-Year Revolving Facility will be used for general corporate purposes. Borrowings under the Five-Year Credit Agreement will bear interest at floating rates, based upon either an adjusted Term secured overnight financing rate (“SOFR”) for the applicable interest period or an alternate base rate, in each case, plus an applicable margin determined by reference to the Company’s senior unsecured long-term debt credit rating. The Company will pay a facility fee on the aggregate amount of the Five-Year Revolving Facility at a rate determined by reference to the Company’s senior unsecured long-term debt credit rating. The Five-Year Credit Agreement contains customary affirmative and negative covenants and events of default for unsecured financing arrangements, including, among other things, limitations on consolidations, mergers, and sales of assets. The Five-Year Credit Agreement also requires that the Company maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition and certain other restrictions). The 364-Day Revolving Credit Agreement, dated as of June 26, 2026, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “364-Day Credit Agreement”), is an unsecured revolving credit facility in the principal amount of $1.25 billion (the “364-Day Revolving Facility”). The 364-Day Credit Agreement will mature on June 25, 2027, and borrowings under the 364-Day Revolving Facility will be used for general corporate purposes. Borrowings under the 364-Day Credit Agreement will bear interest at floating rates based upon either an adjusted Term SOFR for the applicable interest period or an alternate base rate, in each case, plus an applicable margin determined by reference to the Company’s senior unsecured long-term debt credit rating. The Company will pay a facility fee on the aggregate amount of the 364-Day Revolving Facility at a rate determined by reference to its senior unsecured long-term debt credit rating. The 364-Day Credit Agreement contains customary affirmative and negative covenants and events of default for an unsecured financing arrangement, including, among other things, limitations on consolidations, mergers and sales of assets. The 364-Day Credit Agreement also requires that the Company maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters (with such ratio subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition and certain other restrictions). The foregoing descriptions of the Five-Year Credit Agreement and the 364-Day Credit Agreement are qualified in their entirety by reference to the full text of the Five-Year Credit Agreement and the 364-Day Credit Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference. In the ordinary course of business, certain of the lenders under the Five-Year Credit Agreement and/or the 364-Day Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and its affiliates for which they have received, and may in the future receive, compensation. Item 1.02 Termination of a Material Definitive Agreement. In connection with the entry into the Five-Year Credit Agreement and the 364-Day Credit Agreement, on June 26, 2026, the Five-Year Revolving Credit Agreement, dated as of June 27, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “2025 Five-Year Credit Agreement”), and the 364-Day Revolving Credit Agreement, dated as of June 27, 2025, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “2025 364-Day Credit Agreement”) were terminated and are of no further force or effect (except with respect to any obligations and provisions that survive the termination thereof). There was no principal balance outstanding under either the 2025 Five-Year Credit Agreement or the 2025 364-Day Credit Agreement at the time it was terminated. There were fees of approximately $0.4 million payable under the 2025 Five-Year Credit Agreement at the time it was terminated, the full amount of which was paid by the Company with cash on hand on June 26, 2026. Further, all existing letters of credit issued under the 2025 Five-Year Credit Agreement were transitioned to, and now constitute outstanding letters of credit under, the Five-Year Credit Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item is included in Item 1.01, which is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Five-Year Revolving Credit Agreement, dated as of June 26, 2026, among Zimmer Biomet Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 10.2 364-Day Revolving Credit Agreement, dated as of June 26, 2026, among Zimmer Biomet Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 104 Cover Page Interactive Data File (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. Dated: June 29, 2026 ZIMMER BIOMET HOLDINGS, INC. By: /s/ Chad F. Phipps Name: Chad F. Phipps Title: Senior Vice President, Chief Legal and Corporate Affairs Officer and Secretary