What is the purpose of these debt offerings?

The primary purpose of these debt offerings by Veralto Corporation is to raise capital in preparation for its planned separation from Danaher Corporation. The net proceeds will be used by Veralto to make payments to Danaher as partial consideration for the assets contributed to Veralto during the separation process, and to cover related fees and expenses.

Who is issuing these notes, and who will be responsible for them?

Veralto Corporation, a subsidiary of Danaher, is issuing the senior notes. Danaher Corporation will guarantee these notes until the separation of Veralto from Danaher is completed. After the separation, Veralto will be solely responsible for the notes.

What are the total amounts and terms of the debt being issued?

Veralto is issuing $2.1 billion in USD-denominated notes across three series: $700 million of 5.500% senior notes due 2026, $700 million of 5.350% senior notes due 2028, and $700 million of 5.450% senior notes due 2033. Additionally, Veralto is issuing €500 million of 4.150% senior notes due 2031. The USD notes will pay interest semi-annually, and the Euro notes will pay interest annually.

How are these notes being offered to investors?

The notes are being sold in private placements. Specifically, they are offered to qualified institutional buyers in the United States pursuant to Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States pursuant to Regulation S.

DHR 8-K SEC Disclosure — Sep 12, 2023

Summary

This 8-K filing from Danaher Corporation (DHR) details significant debt offerings by its subsidiary, Veralto Corporation, in preparation for Veralto's planned separation from Danaher. Veralto has agreed to issue a substantial amount of senior notes denominated in both USD and EUR, totaling approximately $2.1 billion and €500 million respectively, with various maturity dates and interest rates. These offerings are crucial for financing the separation and providing Veralto with its own capital structure as it prepares to operate as an independent entity. Danaher will guarantee these notes until the separation is complete, after which Veralto will be solely responsible. The proceeds from these offerings will be used by Veralto to make payments to Danaher as partial consideration for the assets contributed during the separation, as well as to cover associated fees and expenses. Investors should note that these notes are being sold in private placements to qualified institutional buyers and non-U.S. persons, and Veralto intends to register similar notes later to facilitate resales.

Key Highlights

1Veralto Corporation, a Danaher subsidiary, is issuing $2.1 billion in senior notes across three tranches: $700M of 5.500% notes due 2026, $700M of 5.350% notes due 2028, and $700M of 5.450% notes due 2033.
2Veralto is also issuing €500 million of 4.150% senior notes due 2031.
3Danaher will provide guarantees for these notes until Veralto's planned separation from the Company.
4Proceeds from the offerings will be used by Veralto to partially compensate Danaher for contributed assets in connection with the separation.
5The debt offerings are structured as private placements under Rule 144A to qualified institutional buyers and to non-U.S. persons under Regulation S.
6Veralto expects to enter into registration rights agreements to exchange these notes for substantially identical registered notes.
7The USD note offering is expected to close on September 18, 2023, and the Euro note offering on September 19, 2023.

DANAHER CORP /DE/ 8-K Report, Corporate Update (Sep 12, 2023)

Summary

Key Highlights

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