K2M Group Holdings, Inc. Announces Fundamental Change With Respect to its 3.00% Convertible Senior Notes due 2025 and 4.125% ...

K2M Group Holdings, Inc. (“K2M”) today announced that, in connection with the closing of its merger with a subsidiary of Stryker Corporation (NYSE:SYK), a “Fundamental Change” has occurred under the applicable indentures governing K2M’s outstanding 3.00% Convertible Senior Notes due 2025 (CUSIP No. 48273J AC1 / ISIN No. US48273JAC18) (the “2025 Notes”) and outstanding 4.125% Convertible Senior Notes due 2036 (CUSIP No. 48273J AB3 / ISIN No. US48273JAB35) (the “2036 Notes”).

The effective date of the Fundamental Change was November 9, 2018. As a result of the Fundamental Change, holders of the 2036 Notes have the right to require K2M to repurchase such holder’s 2036 Notes (or any portion thereof in an authorized denomination) on December 13, 2018 (the “Fundamental Change Repurchase Date”) for $1,013.52 per $1,000 principal amount of the 2036 Notes (the “Fundamental Change Repurchase Price”). To exercise such right, such holder must, before the close of business on the business day immediately preceding December 13, 2018, comply with Section 4.02(F) of the indenture governing the 2036 Notes and the applicable rules and procedures of the Depositary Trust Company. Holders of the 2025 Notes do not have the right to require K2M to repurchase such holder’s 2025 Notes as the Adequate Cash Conversion Procedures (as defined in the indenture governing the 2025 Notes) have been satisfied.

As of November 9, 2018 and until (and including) January 3, 2019, the conversion rate of the 2025 Notes has been increased from 35.2930 to 43.1735 Reference Property Units (as defined in the indenture governing the 2025 Notes) per $1,000 of principal amount. Each Reference Property Unit consists of $27.50 in cash.

As of November 9, 2018 and until (but not including) December 13, 2018, the conversion rate of the 2036 Notes has been increased from 45.7603 to 50.0671 Reference Property Units (as defined in the indenture governing the 2036 Notes) per $1,000 of principal amount. Each Reference Property Unit consists of $27.50 in cash. Any 2036 Notes that are subject to a Fundamental Change Repurchase Notice may be converted only if such Fundamental Change Repurchase Notice is withdrawn in accordance with the indenture governing the 2036 Notes.

The Bank of New York Mellon (101 Barclay Street, Suite 7E, New York, New York 10286) is the Paying Agent and Conversion Agent for both the 2025 Notes and the 2036 Notes.

For investor inquiries please contact:

Katherine A. Owen, Stryker, 269-385-2600 or [e-mail]