What is the primary purpose of this debt issuance?

The primary purpose of this debt issuance is to fund a portion of the cash consideration for, and related costs associated with, Danaher's proposed acquisition of Masimo Corporation.

What are the terms of the new senior notes issued by Danaher?

Danaher issued €500 million of Floating Rate Senior Notes due 2028, €750 million of 3.250% Senior Notes due 2030, €750 million of 3.625% Senior Notes due 2034, and €1 billion of 4.000% Senior Notes due 2038. These notes are general unsecured senior indebtedness.

What happens to these notes if the Masimo acquisition does not close?

If Danaher does not consummate the Masimo Acquisition by a certain date, the Merger Agreement is terminated, or Danaher decides not to pursue the acquisition, the company will be required to redeem all of the issued Fixed Rate Notes at a redemption price equal to 101% of the aggregate principal amount, plus accrued interest.

How does this debt issuance impact Danaher's existing debt structure?

The newly issued notes are general unsecured senior indebtedness, ranking equally with Danaher's other existing and future unsecured senior indebtedness. This issuance increases Danaher's overall debt leverage but provides capital for strategic acquisition and operational flexibility.

DHR 8-K: Material Agreements

Summary

Danaher Corporation (DHR) has filed an 8-K detailing the issuance of €2.98 billion (approximately) in senior notes. This offering includes both floating-rate notes maturing in 2028 and fixed-rate notes with maturities in 2030, 2034, and 2038, carrying interest rates of 3.250%, 3.625%, and 4.000% respectively. The primary stated use of these proceeds is to fund a portion of the cash consideration and associated costs for the proposed acquisition of Masimo Corporation. Danaher also retains the flexibility to use a portion of the proceeds for general corporate purposes, including debt refinancing and working capital. This debt issuance provides significant capital to support Danaher's strategic growth initiatives, particularly the pending Masimo acquisition. The notes are unsecured senior indebtedness, ranking equally with existing unsecured senior debt. Investors should note the early redemption provisions, including a potential "Par Call" option for fixed-rate notes and a special mandatory redemption if the Masimo Acquisition is not consummated, which would trigger a redemption at 101% of the principal amount. Additionally, a change of control triggering event would allow noteholders to demand repurchase at 101%.

Key Highlights

1Danaher issued a total of €2.98 billion in senior notes, comprising floating-rate and fixed-rate debt with maturities ranging from 2028 to 2038.
2The net proceeds are primarily earmarked to finance a portion of the cash consideration for the acquisition of Masimo Corporation.
3The offering includes €500 million in Floating Rate Senior Notes due 2028.
4Fixed Rate Notes include €750 million at 3.250% due 2030, €750 million at 3.625% due 2034, and €1 billion at 4.000% due 2038.
5The notes are general unsecured senior indebtedness, ranking pari passu with other unsecured senior debt.
6A special mandatory redemption at 101% of principal is triggered if the Masimo Acquisition is not consummated.
7A change of control triggering event would allow noteholders to require repurchase of their notes at 101% of principal.

DANAHER CORP /DE/ 8-K Report, Material Agreement (Apr 29, 2026)

Summary

Key Highlights

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