8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Jun 17, 2011)

Filed June 17, 2011For Securities:DHR

Summary

Danaher Corporation (DHR) has filed a Form 8-K on June 17, 2011, to report the entry into a significant material definitive agreement. Specifically, the company has secured a new $3.0 billion revolving loan facility. This facility is intended to serve as credit support for Danaher's Global Commercial Paper Program and for general corporate purposes, including working capital needs. The primary purpose of this new credit facility is to finance the pending acquisition of Beckman Coulter, Inc. This acquisition, which is structured as a tender offer followed by a second-step merger, was previously announced and is a key strategic move for Danaher. The revolving loan facility has a scheduled termination date of June 16, 2012, with an option for a one-year extension, and can be converted into term loans under certain conditions.

Key Highlights

  • 1Danaher Corporation entered into a $3.0 billion revolving loan facility on June 17, 2011.
  • 2The new credit facility is intended to support the acquisition of Beckman Coulter, Inc.
  • 3The facility also provides credit support for Danaher's Global Commercial Paper Program and for general corporate purposes.
  • 4The loan agreement has a scheduled termination date of June 16, 2012, with a potential one-year extension.
  • 5Borrowing costs are variable, based on Eurodollar or Base Rates plus margins, influenced by Danaher's credit rating.
  • 6Danaher is required to maintain a consolidated leverage ratio of 0.65 to 1.00 or less.
  • 7The credit facility is unsecured and contains customary covenants and events of default.

Frequently Asked Questions

The primary purpose of the $3.0 billion revolving loan facility is to provide financing and credit support for Danaher Corporation's pending acquisition of Beckman Coulter, Inc. It also serves as credit support for Danaher's Global Commercial Paper Program and for general corporate purposes, including working capital.

The revolving loan facility has a scheduled termination date of June 16, 2012. Danaher has an option to extend the facility for an additional year, subject to the consent of the lenders.

A key financial covenant requires Danaher to maintain a consolidated leverage ratio of 0.65 to 1.00 or less. The agreement also includes customary negative covenants that restrict certain actions such as incurring liens or selling substantially all of the company's assets.

Borrowings bear interest at variable rates. Eurodollar Rate Loans are priced at LIBOR plus a margin of 100-125 basis points, while Base Rate Loans are priced at the highest of the Fed Funds rate plus 0.5%, the Prime Lending Rate, or the Eurodollar Rate plus 1%, plus a margin of up to 25 basis points. These margins vary based on Danaher's credit rating and increase if the loan is converted to a term loan.