8-KMaterial AgreementsFinancial EventsRegulation FD+1

DANAHER CORP /DE/ 8-K Report, Material Agreement (Sep 20, 2019)

Filed September 20, 2019For Securities:DHR

Summary

This 8-K filing from Danaher Corporation announces the completion of the separation of its Dental segment, now operating as Envista Holdings Corporation, through an Initial Public Offering (IPO). Danaher has divested a portion of its ownership in Envista, retaining approximately 80.6% of the outstanding shares. The net proceeds from Envista's IPO and a significant debt financing were paid to Danaher as partial consideration for the transferred Dental Business. The filing details the material agreements governing the relationship between Danaher and Envista post-separation, including a Separation Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, DBS License Agreement, and Registration Rights Agreement. Envista also entered into a substantial credit agreement, securing approximately $1.3 billion in debt financing, the proceeds of which were also remitted to Danaher. This transaction marks a significant strategic move for Danaher, allowing it to monetize its dental business and potentially focus on its remaining core operations.

Key Highlights

  • 1Danaher Corporation completed the separation of its Dental segment, forming Envista Holdings Corporation.
  • 2Envista Holdings Corporation completed its Initial Public Offering (IPO) of 30,783,200 shares at $22.00 per share.
  • 3Danaher currently retains an approximately 80.6% ownership stake in Envista.
  • 4Net proceeds from Envista's IPO were paid to Danaher as partial consideration for the Dental Business.
  • 5Envista secured approximately $1.3 billion in debt financing through a credit agreement, with proceeds also paid to Danaher.
  • 6Various agreements governing the post-separation relationship between Danaher and Envista were established, including Separation, Transition Services, Tax, Employee, IP, and DBS License agreements.
  • 7Danaher has the discretion to pursue a future distribution of its remaining Envista shares to Danaher stockholders.

Frequently Asked Questions

This filing announces the completion of Danaher Corporation's separation of its Dental segment into a new, publicly traded company called Envista Holdings Corporation. It details the Initial Public Offering (IPO) of Envista and the financial arrangements between Danaher and Envista following the separation.

Following Envista's IPO, Danaher Corporation currently owns approximately 80.6% of the outstanding shares of Envista Common Stock.

Danaher received the net proceeds from Envista's IPO and the proceeds from Envista's $1.3 billion debt financing as partial consideration for the Dental Business transferred to Envista.

The DBS License Agreement grants Envista a perpetual, non-exclusive, worldwide, and non-transferable license to use Danaher's business operating system, the Danaher Business System (DBS), solely to support Envista's operations.

The filing states that Danaher has the discretion to potentially distribute its remaining shares of Envista Common Stock to Danaher stockholders in the future. The timing and method of any such distribution are entirely at Danaher's discretion.