Zimmer Biomet Holdings, Inc. has announced a public offering of $1.75 billion in notes under an underwriting agreement with Goldman Sachs, Barclays, Citigroup, Morgan Stanley, and SMBC Nikko. The offering consists of $600 million in 4.700 percent notes due 2027, $550 million in 5.050 percent notes due 2030, and $600 million in 5.500 percent notes due 2035. These notes will be issued under a twelfth supplemental indenture to the company's 2009 base indenture, with Computershare Trust Company, N.A. serving as the trustee.

The company intends to use the proceeds for general corporate purposes, including the repayment or retirement of its 3.550 percent notes due 2025. Interest on the newly issued notes will be paid semi-annually on February 19 and August 19, beginning on August 19, 2025. The transaction is expected to close on February 19, 2025, pending customary closing conditions.

A notable feature of the 2030 and 2035 notes is a special mandatory redemption clause tied to Zimmer Biomet’s pending acquisition of Paragon 28. If the merger is not completed by the deadline, the company will be required to redeem the notes at 101 percent of their principal amount.

The underwriters, who are receiving customary fees, may also hold positions in Zimmer Biomet's existing debt. The company included forward-looking statements in its filing, cautioning about risks and uncertainties that could impact the offering and its final terms.