8-KMaterial AgreementsFinancial EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Aug 29, 2019)

Filed August 29, 2019For Securities:DHR

Summary

Danaher Corporation (DHR) announced on August 28, 2019, the establishment of two new unsecured revolving credit facilities, replacing an existing facility. The first is a five-year, $5.0 billion revolving credit facility maturing in August 2024, with an option for a one-year extension and an expansion option for an additional $2.5 billion. The second is a $5.0 billion 364-day revolving credit facility maturing in August 2020, with an option to convert outstanding loans into term loans. These new facilities enhance Danaher's liquidity and are intended to support its commercial paper programs and general corporate purposes. Notably, proceeds from the commercial paper programs are earmarked to fund a portion of the pending acquisition of GE Life Sciences' Biopharma Business. The credit facilities include covenants and require Danaher to maintain a specific consolidated leverage ratio.

Key Highlights

  • 1Danaher has secured new unsecured revolving credit facilities totaling $10.0 billion ($5.0 billion 5-year and $5.0 billion 364-day).
  • 2The 5-year facility provides a maturity of August 2024 with potential extension and expansion options.
  • 3The 364-day facility offers short-term flexibility and an option for conversion to term loans.
  • 4The new facilities replace an existing $4.0 billion credit facility, increasing available credit by $1.0 billion.
  • 5Borrowings under these facilities are unsecured.
  • 6Proceeds are intended for liquidity support of commercial paper programs and general corporate purposes, including funding part of the GE Biopharma Business acquisition.
  • 7The facilities contain a leverage ratio covenant (0.65 to 1.00 or less) and other customary covenants and events of default.

Frequently Asked Questions

Danaher Corporation intends to use these credit facilities for liquidity support for its expanded U.S. and Euro commercial paper programs and for general corporate purposes. A portion of the proceeds from the commercial paper issuances will also fund part of the pending acquisition of the Biopharma Business of GE Life Sciences.

Danaher has established a $5.0 billion, five-year unsecured revolving credit facility maturing in August 2024, with extension and expansion options. Additionally, a $5.0 billion, 364-day unsecured revolving credit facility matures in August 2020, with an option to convert loans into term loans. Both facilities have variable interest rates based on LIBOR or base rates, plus margins determined by Danaher's credit rating, and require a leverage ratio of 0.65 to 1.00 or less.

This filing pertains to establishing new credit facilities, which represent available borrowing capacity rather than immediate debt. The company is replacing an existing $4.0 billion facility with new ones totaling $10.0 billion, significantly increasing its potential borrowing power. Actual debt will be incurred as needed for liquidity, commercial paper programs, and the GE acquisition.

Yes, the credit facilities require Danaher to maintain a Consolidated Leverage Ratio of 0.65 to 1.00 or less. They also include customary representations, warranties, covenants (restricting actions such as incurring liens, asset sales, mergers, and certain uses of proceeds), and events of default. Certain changes of control would also trigger an event of default.