What are the main purposes of these stock and preferred stock offerings?

The primary purpose of these offerings is to raise capital to fund a portion of the purchase price for Danaher's pending acquisition of the Biopharma business of GE Life Sciences. The proceeds will also cover related fees and expenses. If the acquisition does not proceed, the funds may be used for general corporate purposes.

What are the key features of the Mandatory Convertible Preferred Stock?

The 4.75% Series A Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 per share and pays cumulative annual dividends of 4.75%, payable quarterly. It is mandatory convertible into a variable number of Danaher common stock shares (between 6.6368 and 8.1300) on April 15, 2022, subject to anti-dilution adjustments and based on the common stock's trading price.

What happens to the Mandatory Convertible Preferred Stock if the GE acquisition does not close?

If the acquisition of GE Life Sciences' Biopharma business does not close by August 25, 2020, or if the acquisition agreement is terminated, Danaher has the option to redeem all outstanding shares of the Mandatory Convertible Preferred Stock under certain conditions. If the acquisition doesn't close, proceeds may be used for general corporate purposes, which could include this redemption.

How do these offerings impact Danaher's common stockholders?

The common stock offering directly increases the number of outstanding shares, which can be dilutive. The Mandatory Convertible Preferred Stock, while initially a preferred security, will convert into common stock, further increasing the number of outstanding shares. The use of proceeds for a strategic acquisition suggests a long-term growth strategy that could potentially benefit common stockholders if the acquisition is successful.

DHR 8-K: Shareholder Matters & Corporate Changes

Summary

Danaher Corporation (DHR) filed an 8-K on March 1, 2019, to report on the closing of two significant public offerings: 11 million shares of common stock and 1.5 million shares of 4.75% Series A Mandatory Convertible Preferred Stock. The company also exercised its over-allotment options for both offerings, increasing the total number of shares issued. The primary purpose of these offerings is to fund a portion of the acquisition of GE Life Sciences' Biopharma business. The filing details the terms of the Mandatory Convertible Preferred Stock, including its dividend rate, mandatory conversion date (expected to be April 15, 2022), and the conversion mechanism into common stock. It also outlines the redemption options for the preferred stock, particularly if the GE acquisition does not close. This move signals Danaher's strategic capital allocation to support a major acquisition, which could significantly reshape its business portfolio.

Key Highlights

1Danaher closed offerings of common stock (11 million shares plus 1.1 million optional) and 4.75% Mandatory Convertible Preferred Stock (1.5 million shares plus 150,000 optional).
2The primary use of proceeds is to fund a portion of the acquisition of GE Life Sciences' Biopharma business.
3The Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 per share and pays a cumulative annual dividend of 4.75%.
4Each share of Mandatory Convertible Preferred Stock is expected to convert on April 15, 2022, into between 6.6368 and 8.1300 shares of common stock, based on the volume-weighted average price over a specified period.
5Danaher has the option to redeem the Mandatory Convertible Preferred Stock if the GE Biopharma acquisition does not close by August 25, 2020, or if the agreement is terminated.
6The offerings were completed pursuant to Danaher's existing shelf registration statement.
7The company filed a Certificate of Designations with Delaware to establish the rights and preferences of the Mandatory Convertible Preferred Stock.

DANAHER CORP /DE/ 8-K Report, Rights Modification (Mar 1, 2019)

Summary

Key Highlights

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