8-KMaterial AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (May 11, 2006)

Filed May 11, 2006For Securities:DHR

Summary

Danaher Corporation (DHR) has filed an 8-K report detailing significant financial arrangements established on May 4-9, 2006. The company has launched a $2.2 billion Global Commercial Paper Program, which includes both a U.S. and a Euro commercial paper program. Proceeds from this program are primarily intended to finance the proposed acquisition of Sybron Dental Specialties Inc., with remaining funds available for general corporate purposes, including future acquisitions. This move indicates Danaher's active strategy for growth and potential expansion. In addition to the commercial paper program, Danaher has secured a $700 million multicurrency revolving credit facility expiring on May 8, 2007. This facility, which is unsecured, offers flexibility with variable interest rates based on LIBOR or the Federal Funds Rate, plus a margin. The credit agreement includes covenants related to financial ratios, such as a consolidated leverage ratio, and restrictions on certain corporate actions, reflecting prudent financial management and risk mitigation for lenders.

Key Highlights

  • 1Established a $2.2 billion Global Commercial Paper Program to fund strategic initiatives, including the acquisition of Sybron Dental Specialties Inc.
  • 2Launched a U.S. Commercial Paper Program with Goldman, Sachs & Co. as dealer and Deutsche Bank Trust Company Americas as agent.
  • 3Launched a Euro Commercial Paper Program with Lehman Brothers International (Europe) as arranger and dealer, and Deutsche Bank AG, London Branch as agent, facilitated by a new subsidiary, Danaher European Finance S.A.
  • 4Secured a $700 million multicurrency revolving credit facility expiring May 8, 2007, with UBS.
  • 5The Credit Facility bears variable interest rates, with options for Eurocurrency Rate Loans and Base Rate Loans, subject to credit rating-based margins and fees.
  • 6The Credit Agreement mandates a consolidated leverage ratio of 0.65 to 1.00 or less and includes customary covenants and events of default.
  • 7The Global Commercial Paper Program notes have maturities of up to 397 days (U.S.) or 183 days (Euro) and are unsecured.

Frequently Asked Questions

The primary purpose of the $2.2 billion Global Commercial Paper Program is to finance Danaher's proposed acquisition of Sybron Dental Specialties Inc. Proceeds may also be used for general corporate purposes, including other potential acquisitions.

The $700 million Credit Facility is a multicurrency revolving credit facility expiring on May 8, 2007. It is unsecured and offers variable interest rates based on either the London Interbank Offered Rate (LIBOR) plus a margin or the Federal Funds Rate plus a spread. It also includes facility and utilization fees, and requires Danaher to maintain a consolidated leverage ratio of 0.65 to 1.00 or less. Borrowings can be prepaid without premium or penalty under certain circumstances.

The maturities of the Notes under the Global Commercial Paper Program vary. For the U.S. Program, maturities may not exceed 397 days from the date of issue. For the Euro Program, maturities may not exceed 183 days from the date of issue.

Yes, the Credit Agreement requires Danaher to maintain a consolidated leverage ratio of 0.65 to 1.00 or less. It also contains customary covenants that restrict certain actions, such as agreements restricting payments to Danaher, incurring liens, disposing of assets, mergers, consolidations, transactions with affiliates, and certain uses of borrowed proceeds. Certain changes of control would also constitute an event of default.