8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Sep 18, 2019)

Filed September 18, 2019For Securities:DHR

Summary

Danaher Corporation (DHR) announced on September 18, 2019, through its subsidiary DH Europe Finance II S.à r.l., the issuance of €6.25 billion in aggregate principal amount of senior notes across various maturities ranging from 2026 to 2049. These notes carry fixed interest rates ranging from 0.200% to 1.800% and are fully and unconditionally guaranteed by Danaher Corporation. The primary purpose of this significant debt offering is to fund a portion of the cash consideration and associated costs for the acquisition of the Biopharma Business of GE Life Sciences (GE Biopharma Acquisition). This strategic move indicates Danaher's commitment to expanding its footprint in the biopharma sector. The company has taken steps to ensure liquidity by potentially investing net proceeds in short-term, investment-grade securities pending the acquisition's closure. The notes are unsecured and unsubordinated, ranking equally with other senior unsecured indebtedness of the issuer and guarantor. Danaher has also secured NYSE listing approval for these notes, signaling a move towards greater accessibility for investors.

Key Highlights

  • 1Danaher issued €6.25 billion in senior notes with maturities ranging from 2026 to 2049.
  • 2The notes feature attractive fixed interest rates, from 0.200% to 1.800%.
  • 3Proceeds are earmarked to finance the acquisition of GE Life Sciences' Biopharma Business.
  • 4Danaher Corporation provides a full and unconditional guarantee for the notes.
  • 5The notes are unsecured and unsubordinated, ranking pari passu with other senior unsecured debt.
  • 6NYSE listing has been approved for all series of notes.
  • 7A special mandatory redemption will occur if the GE Biopharma Acquisition is not completed by August 25, 2020, at 101% of the principal amount.

Frequently Asked Questions

The primary purpose is to fund a portion of the cash consideration and related costs for Danaher's acquisition of the Biopharma Business of GE Life Sciences.

Danaher International II issued €6.25 billion in senior notes across five series: 0.200% due 2026, 0.450% due 2028, 0.750% due 2031, 1.350% due 2039, and 1.800% due 2049. All notes are guaranteed by Danaher Corporation.

If the GE Biopharma Acquisition is not consummated by August 25, 2020 (or a later agreed-upon date), Danaher International II is required to redeem all outstanding notes on a special mandatory redemption date at a price equal to 101% of the aggregate principal amount, plus accrued interest.

The notes are unsecured and unsubordinated, meaning they rank equally with Danaher International II's other unsecured and unsubordinated indebtedness. The guarantee from Danaher Corporation is also unsecured and unsubordinated. In case of default, noteholders would be general creditors.