8-KMaterial AgreementsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Dec 10, 2021)

Filed December 10, 2021For Securities:DHR

Summary

Danaher Corporation (DHR) announced on December 10, 2021, the issuance of $1 billion in aggregate principal amount of 2.800% Senior Notes due 2051. The offering was conducted under a previously filed Form S-3 registration statement. Danaher received net proceeds of approximately $984 million after deducting underwriting discounts and expenses. These proceeds are intended for general corporate purposes, including the redemption of outstanding 2.500% Senior Notes due 2025 issued by DH Europe Finance S.À R.L., refinancing other debt, working capital, and capital expenditures. The new Notes mature on December 10, 2051, and will bear interest at a rate of 2.800% per annum, payable semi-annually. The indenture governing the Notes includes provisions for redemption at Danaher's option, with a "make-whole" premium before a specified date and at par thereafter. It also includes a provision requiring Danaher to repurchase the Notes at 101% of the principal amount plus accrued interest if a change of control triggering event occurs. The Notes are unsecured and rank equally with other unsecured and unsubordinated indebtedness.

Key Highlights

  • 1Danaher issued $1 billion in 2.800% Senior Notes due 2051.
  • 2Net proceeds from the offering are approximately $984 million.
  • 3Funds will be used for general corporate purposes, including redeeming €800 million of 2.500% Senior Notes due 2025, debt refinancing, working capital, and capital expenditures.
  • 4The Notes mature on December 10, 2051.
  • 5Interest rate on the new notes is 2.800% per annum, paid semi-annually.
  • 6The notes can be redeemed by Danaher at its option, with a make-whole premium or at par.
  • 7A change of control triggering event allows noteholders to require repurchase at 101% of principal.

Frequently Asked Questions

The primary purposes are to fund the redemption of Danaher's outstanding 2.500% Senior Notes due 2025 (issued by DH Europe Finance S.À R.L.), refinance other existing indebtedness, support working capital needs, and finance capital expenditures. A portion is allocated for general corporate purposes.

The notes have a principal amount of $1 billion, a coupon of 2.800%, and a maturity date of December 10, 2051. Interest is paid semi-annually. They are unsecured and rank equally with other unsubordinated debt. The notes also include provisions for redemption by Danaher and a put option for noteholders in the event of a change of control triggering event.

The offering will help manage Danaher's debt profile by redeeming older, higher-interest notes (the 2025 Notes) and potentially refinancing other outstanding debt. The extended maturity of the new 2051 notes also contributes to a longer-term debt structure.

A change of control triggering event occurs when both a change of control (as defined in the indenture) and a rating event happen. If this event occurs, noteholders have the right to require Danaher to repurchase their notes at 101% of the principal amount, plus accrued interest, providing a level of protection for investors in such a scenario.