8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Jul 8, 2015)

Filed July 8, 2015For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on July 8, 2015, to report on the issuance of a significant amount of senior notes by its subsidiary, DH Europe Finance S.A. The company issued a total of €2.9 billion across four tranches of senior notes: Floating Rate Senior Notes due 2017, 1.000% Senior Notes due 2019, 1.700% Senior Notes due 2022, and 2.500% Senior Notes due 2025. These notes are fully and unconditionally guaranteed by Danaher Corporation. The issuance was conducted under a registration statement filed with the SEC and will be listed on the New York Stock Exchange. The proceeds from these notes are likely intended to fund general corporate purposes, which may include financing previously announced acquisitions, such as the acquisition of Pall Corporation. The filing details various redemption provisions, including optional redemptions, special mandatory redemptions linked to the Pall acquisition, and provisions related to change of control events.

Key Highlights

  • 1Danaher International issued €2.9 billion in senior notes across four maturities (2017, 2019, 2022, 2025).
  • 2The notes are guaranteed by the parent company, Danaher Corporation.
  • 3The issuance was conducted through an underwritten offering and is registered with the SEC.
  • 4The notes have been approved for listing on the New York Stock Exchange (NYSE).
  • 5Redemption provisions include 'make-whole' options and a special mandatory redemption if the Pall Corporation acquisition is not consummated by May 12, 2016.
  • 6A 'change of control' event, coupled with a rating event, triggers an option for noteholders to require repurchase.
  • 7The notes are unsecured and rank equally with other unsecured senior indebtedness of Danaher International.

Frequently Asked Questions

Danaher International issued a total of €2.9 billion (approximately $3.2 billion based on historical exchange rates) across four series of senior notes: €500 million Floating Rate Notes due 2017, €600 million 1.000% Senior Notes due 2019, €800 million 1.700% Senior Notes due 2022, and €800 million 2.500% Senior Notes due 2025.

The filing indicates the notes were issued under a registration statement for general corporate purposes. However, it also explicitly mentions a special mandatory redemption clause tied to the consummation of the previously announced acquisition of Pall Corporation, suggesting a portion of the proceeds may be allocated towards financing this or other strategic initiatives.

Key redemption triggers include Danaher International's option to redeem notes early (with a 'make-whole' premium before certain dates, and at par thereafter for some series). More critically, there's a special mandatory redemption at 101% of par if the Pall Corporation acquisition is not completed by May 12, 2016. Additionally, a 'change of control triggering event' (defined as a change of control plus a rating event) gives noteholders the right to demand repurchase at 101% of par.

The notes are unsecured and rank equally in right of payment with all other unsecured senior indebtedness of Danaher International. However, they are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the parent company, Danaher Corporation.