What is the primary purpose of this 8-K filing?

This 8-K filing announces the establishment of the Series B Mandatory Convertible Preferred Stock through a Certificate of Designations, following the company's concurrent public offerings of common stock and this preferred stock. It outlines the terms and conditions of the preferred stock and details the closure of these offerings.

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

The Series B Mandatory Convertible Preferred Stock has a 5.00% annual dividend rate ($50 per share annually), payable quarterly. It also has a liquidation preference of $1,000 per share plus any accumulated, unpaid dividends. Crucially, it will automatically convert into a variable number of Danaher's common shares on or about April 15, 2023, with the exact number depending on the common stock's average trading price over a specific 20-day period before conversion.

How might these offerings impact existing common stockholders?

The issuance of new common stock and the potential future conversion of the preferred stock into common stock will dilute existing common stockholders' ownership percentage. The specific conversion ratio for the preferred stock, which depends on the future common stock price, will determine the extent of this dilution. The company also stated restrictions on paying common stock dividends if preferred dividends are not met.

How does Danaher plan to use the proceeds from these offerings?

Danaher intends to use the net proceeds from both the common stock and Series B Mandatory Convertible Preferred Stock offerings for general corporate purposes. This can include funding future acquisitions and investments, working capital, capital expenditures, investments in subsidiaries, refinancing outstanding debt or capital securities, share repurchases, and other general obligations.

DHR 8-K: Shareholder Matters & Corporate Changes

Summary

Danaher Corporation (DHR) filed an 8-K on May 12, 2020, detailing material modifications to security holder rights stemming from two concurrent public offerings: a Common Stock Offering and an offering of 5.00% Series B Mandatory Convertible Preferred Stock. The company filed a Certificate of Designations to establish the terms and conditions for the Series B Preferred Stock, which includes specific dividend rights, liquidation preferences, and mandatory conversion terms. The Series B Mandatory Convertible Preferred Stock carries a 5.00% annual dividend rate, payable quarterly, and has a liquidation preference of $1,000 per share plus accrued dividends. A key feature for investors is the mandatory conversion on or around April 15, 2023, into a variable number of DHR common shares (between 5.0081 and 6.1349 shares), dependent on the common stock's volume-weighted average price in the preceding trading period. This filing also confirms the full exercise of over-allotment options for both the common stock and preferred stock offerings, with proceeds expected for general corporate purposes including acquisitions, working capital, and debt refinancing.

Key Highlights

1Danaher (DHR) filed an 8-K on May 12, 2020, related to concurrent offerings of common stock and Series B Mandatory Convertible Preferred Stock.
2A Certificate of Designations was filed to define the rights and preferences of the Series B Mandatory Convertible Preferred Stock.
3The Series B Preferred Stock carries a 5.00% annual dividend rate, payable quarterly, and a $1,000 liquidation preference per share plus accumulated dividends.
4Each share of Series B Mandatory Convertible Preferred Stock will mandatorily convert on April 15, 2023, into 5.0081 to 6.1349 shares of DHR common stock, based on a future average stock price.
5Restrictions are in place regarding dividends on common stock or junior securities if Series B Preferred dividends are not paid or set aside.
6Over-allotment options for both the common stock and Series B Preferred Stock offerings were fully exercised.
7Proceeds from the offerings are intended for general corporate purposes, including acquisitions, working capital, and debt refinancing.

DANAHER CORP /DE/ 8-K Report, Rights Modification (May 12, 2020)

Summary

Key Highlights

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