8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Apr 8, 2020)

Filed April 8, 2020For Securities:DHR

Summary

Danaher Corporation (DHR) announced on April 8, 2020, the issuance of an aggregate of €750,000,000 in additional senior notes. This offering includes €150,000,000 of 1.700% Senior Notes due 2024, €300,000,000 of 2.100% Senior Notes due 2026, and €300,000,000 of 2.500% Senior Notes due 2030. The net proceeds from this offering, estimated at approximately €753.7 million after expenses, are intended for general corporate purposes, including potential repayment of commercial paper and existing revolving credit facilities. These notes are unsecured and rank equally with other unsubordinated debt. The offering was conducted under Danaher's existing shelf registration statement. The company has also detailed provisions for early redemption at its option, including make-whole premiums and par calls, as well as a change of control provision requiring repurchase at 101% of principal if a change of control triggering event occurs. This move diversifies Danaher's debt maturity profile and provides financial flexibility.

Key Highlights

  • 1Danaher raised €750 million through a new offering of senior notes across three series: 2024, 2026, and 2030 maturities.
  • 2The offering generated net proceeds of approximately €753.7 million, intended for general corporate purposes.
  • 3Proceeds may be used to repay outstanding commercial paper and amounts borrowed under revolving credit facilities, indicating a proactive debt management strategy.
  • 4The notes are unsecured and rank equally with other unsubordinated indebtedness of Danaher.
  • 5The company has included provisions for early redemption, offering flexibility for debt management at its discretion.
  • 6A change of control provision mandates a repurchase of notes at 101% of principal if a specified triggering event occurs, offering protection to noteholders.
  • 7The issuance was made under Danaher's existing shelf registration statement, indicating an established framework for capital raising.

Frequently Asked Questions

Danaher intends to use the net proceeds of approximately €753.7 million for general corporate purposes. This may include repaying outstanding commercial paper borrowings as they mature and/or repaying amounts borrowed under its revolving credit facilities, indicating a focus on managing its short-term and existing credit obligations.

The new notes are: €150 million of 1.700% Senior Notes due 2024, €300 million of 2.100% Senior Notes due 2026, and €300 million of 2.500% Senior Notes due 2030. They are unsecured, rank equally with other unsubordinated debt, and can be redeemed early by Danaher under specific conditions, including 'make-whole' premiums or at par value. A change of control triggering event would require Danaher to repurchase the notes at 101% of their principal amount.

This offering effectively extends Danaher's debt maturity profile and provides additional liquidity. By raising capital through these notes, the company is proactively managing its debt obligations, potentially reducing reliance on more immediate maturities like commercial paper, and maintaining financial flexibility during uncertain economic times.

The Notes are unsecured and rank equally in right of payment with all of Danaher's other unsecured and unsubordinated indebtedness.