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  4. [8-K] ZIMMER BIOMET HOLDINGS, INC. Reports Material Event

Zimmer Biomet (ZBH) secures new five-year and 364-day credit lines

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. entered into two new unsecured revolving credit agreements to support general corporate purposes. The company established a five-year revolving facility of $1.5 billion maturing on June 26, 2031, with two optional one-year extensions, and an uncommitted incremental feature of up to $750 million.

It also put in place a separate 364-day revolving facility of $1.25 billion maturing on June 25, 2027. Both agreements bear floating interest based on adjusted Term SOFR or an alternate base rate plus a margin tied to the company’s senior unsecured long-term debt rating and require a consolidated indebtedness to consolidated EBITDA ratio not exceeding 4.5 to 1.0, with a step-up to 5.0 to 1.0 for qualified material acquisitions.

At the same time, Zimmer Biomet terminated its prior 2025 five-year and 364-day credit agreements, both of which had no principal outstanding. The company paid approximately $0.4 million of fees due under the prior five-year agreement using cash on hand, and existing letters of credit were transitioned to the new five-year facility.

Positive

  • None.

Negative

  • None.

Insights

Zimmer Biomet refinances liquidity with sizable new revolving credit lines on customary terms.

Zimmer Biomet put in place a $1.5 billion five-year revolving facility and a $1.25 billion 364-day facility for general corporate purposes. Both are unsecured, with pricing and fees linked to its senior unsecured long-term debt credit rating.

These agreements include a leverage covenant capping consolidated indebtedness to consolidated EBITDA at 4.5x, temporarily rising to 5.0x around qualified material acquisitions. That framework suggests lenders are comfortable with the company’s credit profile while still imposing standard limits on leverage.

The company terminated its 2025 facilities with no principal outstanding and paid about $0.4 million of fees from cash on hand. Existing letters of credit migrated to the new five-year facility, indicating a smooth refinancing rather than a change in overall liquidity usage.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Five-Year Revolving Facility size $1.5 billion Unsecured revolving facility maturing June 26, 2031
Incremental feature capacity $750.0 million Uncommitted increase option under Five-Year Credit Agreement
364-Day Revolving Facility size $1.25 billion Unsecured revolving facility maturing June 25, 2027
Leverage covenant 4.5 to 1.0 Max consolidated indebtedness to consolidated EBITDA, with step-up to 5.0 to 1.0
Termination fee paid $0.4 million Fees under 2025 Five-Year Credit Agreement paid June 26, 2026
Five-Year Revolving Facility financial
"is a five-year unsecured revolving facility of $1.5 billion (the “Five-Year Revolving Facility”)"
364-Day Revolving Facility financial
"is an unsecured revolving credit facility in the principal amount of $1.25 billion (the “364-Day Revolving Facility”)"
adjusted Term SOFR financial
"bear interest at floating rates, based upon either an adjusted Term secured overnight financing rate"
Adjusted term SOFR is a forward‑looking interest benchmark based on short‑term overnight Treasury repo rates, with a small extra amount added to reflect differences from legacy rates. Think of it as a quoted price that has been nudged to make payments comparable to older benchmarks; it matters to investors because it directly influences borrowing costs, bond yields and cash‑flow forecasts, affecting valuations and hedging outcomes.
consolidated EBITDA financial
"maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
letters of credit financial
"all existing letters of credit issued under the 2025 Five-Year Credit Agreement were transitioned"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.
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Understanding 8-K Material Events →
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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

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did Zimmer Biomet (ZBH) put in place?

Zimmer Biomet added two unsecured revolving credit facilities: a five-year revolving facility of $1.5 billion maturing in 2031 and a separate 364-day revolving facility of $1.25 billion maturing in 2027. Both are intended for general corporate purposes.

What are the key terms of Zimmer Biomet’s new five-year revolving credit facility?

The five-year revolving facility provides $1.5 billion of unsecured capacity maturing on June 26, 2031. Zimmer Biomet may request two additional one-year extensions with lender consent and can seek up to $750 million of incremental capacity, subject to the agreement’s conditions.

How is interest determined on Zimmer Biomet’s new revolving credit agreements?

Borrowings under both the five-year and 364-day facilities bear floating interest based on either adjusted Term SOFR or an alternate base rate, plus an applicable margin. The margin and facility fees are determined by Zimmer Biomet’s senior unsecured long-term debt credit rating.

What leverage covenant applies to Zimmer Biomet’s new credit facilities?

Both agreements require Zimmer Biomet to maintain a consolidated indebtedness to consolidated EBITDA ratio not exceeding 4.5 to 1.0 over any four-quarter period. This limit can temporarily increase to 5.0 to 1.0 in connection with a qualified material acquisition under specified conditions.

What happened to Zimmer Biomet’s 2025 revolving credit agreements?

The 2025 five-year and 364-day revolving credit agreements were terminated on June 26, 2026. There was no principal outstanding at termination. Zimmer Biomet paid approximately $0.4 million of fees under the 2025 five-year agreement from cash on hand, and all letters of credit were moved to the new five-year facility.

How will Zimmer Biomet (ZBH) use the new revolving credit facilities?

Zimmer Biomet states that borrowings under both the five-year and 364-day revolving facilities will be used for general corporate purposes. This typically includes funding working capital, potential acquisitions, capital expenditures, and other routine corporate needs as they arise.

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