8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+1

DANAHER CORP /DE/ 8-K Report, Material Agreement (Jun 30, 2011)

Filed June 30, 2011For Securities:DHR

Summary

This 8-K filing by DANAHER CORP /DE/ (DHR) on June 30, 2011, primarily details the financial obligations of its newly acquired majority-owned subsidiary, Beckman Coulter. Following the acquisition's closing on June 24, 2011, Beckman Coulter had approximately $524 million in senior notes and debentures outstanding across multiple series with varying interest rates and maturity dates. This filing also announces Beckman Coulter's intention to redeem these specific notes and debentures on August 10, 2011. Additionally, the report notes Beckman Coulter's outstanding $600 million in 2.50% Senior Convertible Notes due 2036. While the acquisition is complete, detailed financial statements and pro forma information related to the acquisition of Beckman Coulter will be filed in an amendment to this report at a later date. Investors should note the immediate plans for debt redemption and the significant convertible debt outstanding.

Key Highlights

  • 1Beckman Coulter, now a majority-owned subsidiary of Danaher, had approximately $524 million in outstanding senior notes and debentures at the close of the acquisition on June 24, 2011.
  • 2Beckman Coulter intends to redeem all outstanding 6.875% Senior Notes due 2011, 6% Senior Notes due 2015, 7% Senior Notes due 2019, and 7.05% Debentures due 2026 on August 10, 2011.
  • 3Beckman Coulter also has $600 million in 2.50% Senior Convertible Notes due 2036 outstanding.
  • 4Financial statements and pro forma information related to the Beckman Coulter acquisition will be filed via amendment.
  • 5The filing includes by reference press releases from Danaher Corporation dated June 24 and June 30, 2011, related to the acquisition.
  • 6The acquisition of Beckman Coulter was completed on June 24, 2011.

Frequently Asked Questions

The main purpose of this filing is to report on the direct financial obligations and off-balance sheet arrangements of Beckman Coulter, a newly acquired subsidiary of Danaher. It details the outstanding notes and debentures of Beckman Coulter following the acquisition's closing and announces the company's intent to redeem most of these debt instruments.

As of the closing of the offer on June 24, 2011, Beckman Coulter had approximately $524 million in outstanding senior notes and debentures (excluding convertible notes). It also had $600 million in Senior Convertible Notes due 2036.

Beckman Coulter announced its intention to redeem $524 million in specific senior notes and debentures on August 10, 2011. The $600 million in convertible notes are still outstanding, though their terms allow for conversion or repurchase rights related to the acquisition.

The filing states that the required financial statements of the acquired business and pro forma financial information will be filed by an amendment to this Form 8-K at a later date, within the specified SEC timeframe.