8-KMaterial AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Nov 15, 2007)

Filed November 15, 2007For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on November 15, 2007, reporting on two significant financing events. The company entered into a $1.9 billion revolving bridge loan facility with Morgan Stanley Senior Funding, Inc., as Administrative Agent, and a syndicate of lenders. This facility is primarily intended to support Danaher's proposed acquisition of Tektronix, Inc. through a cash tender offer, and also for general corporate purposes and as credit support for its commercial paper program. In conjunction with securing the bridge loan, Danaher also increased the size of its U.S. Commercial Paper Program to allow for up to $3.4 billion in outstanding unsecured commercial paper notes. The company anticipates using proceeds from this program, combined with cash and other borrowings, for the Tektronix acquisition. The report details the terms of the bridge loan, including interest rates, fees, covenants, and collateral (or lack thereof, as it's unsecured), as well as conditions for its expiration, notably tied to the success of the Tektronix tender offer by February 28, 2008.

Key Highlights

  • 1Entered into a $1.9 billion revolving bridge loan facility to fund potential acquisitions and general corporate needs.
  • 2The bridge loan facility is specifically linked to Danaher's ongoing cash tender offer for Tektronix, Inc., with a key expiration date tied to the offer's success.
  • 3Increased the size of its U.S. Commercial Paper Program to $3.4 billion, providing additional liquidity.
  • 4Borrowings under the bridge loan facility are unsecured.
  • 5Interest rates for the bridge loan are variable, based on Eurodollar or Base Rates, with margins and fees dependent on Danaher's credit rating.
  • 6The credit agreement includes customary covenants that restrict certain corporate actions and require maintenance of a specific consolidated leverage ratio.
  • 7Proceeds from commercial paper issuances are intended to be used, in part, for the proposed acquisition of Tektronix, Inc.

Frequently Asked Questions

The primary purpose of the $1.9 billion revolving bridge loan facility is to provide credit support for Danaher's Global Commercial Paper Program and for working capital and other general corporate purposes. A significant intended use is to support the proposed acquisition of Tektronix, Inc. through a cash tender offer.

The Credit Agreement expires on the earlier of November 11, 2008, or February 28, 2008. The February 28, 2008, date is contingent upon the successful tender of a majority of Tektronix, Inc. common stock in Danaher's cash tender offer or the satisfaction of other conditions precedent to the closing of the Credit Agreement.

Danaher's obligations under the Credit Agreement are unsecured.

Danaher increased its U.S. Commercial Paper Program to $3.4 billion concurrently with entering the bridge loan facility. The company anticipates using a portion of the proceeds from its Global Commercial Paper Program, along with cash and other borrowings, to finance the proposed acquisition of Tektronix, Inc.