Item 1.01. Entry into a Material Definitive Agreement
Notes Offering
On October 6, 2020, Danaher Corporation (“Danaher”) issued $1,000,000,000 principal amount of 2.600% Senior Notes due 2050 (the “Notes”), in an underwritten offering pursuant to a registration statement on Form S-3 (File No. 333-224149) filed with the Securities and Exchange Commission (the “Commission”) on April 5, 2018, as amended by a Post-Effective Amendment No. 1 thereto, filed with the Commission on July 10, 2019, and a related prospectus filed with the Commission (the “Registration Statement”). The Notes were sold pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) dated as of September 29, 2020 among Danaher and BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and the other underwriters party thereto.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference, and the foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Danaher received net proceeds of approximately $980.1 million, after deducting the underwriting discounts and estimated offering expenses payable by Danaher. Danaher intends to use the net proceeds of this offering for general corporate purposes, including to fund the redemption of the €800 million aggregate principal amount of outstanding 1.700% Senior Notes due 2022 issued by DH Europe Finance S.À R.L. and guaranteed by Danaher (the “2022 Notes”), refinancing of other outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations.
Indenture
The Notes were issued under an indenture dated as of December 11, 2007 (the “Initial Base Indenture”) between Danaher and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by a second supplemental indenture, dated as of July 1, 2019 (the “Second Supplemental Indenture”) between Danaher and the Trustee, a third supplemental indenture, dated as of March 30, 2020 (the “Third Supplemental Indenture”) between Danaher and the Trustee (the Initial Base Indenture, as so amended and supplemented by the Second Supplemental Indenture and the Third Supplemental Indenture, collectively, the “Base Indenture”) and a fourth supplemental indenture, dated as of October 6, 2020 (the “Fourth Supplemental Indenture”) between Danaher and the Trustee.
The Notes will mature on October 1, 2050. Interest on the Notes will be paid semi-annually in arrears on October 1 and April 1 of each year, commencing on April 1, 2021.
At any time and from time to time prior to April 1, 2050 (six months prior to the maturity date of the Notes) (the “par call date”), Danaher will have the right, at its option, to redeem the Notes, in whole or in part, by paying a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, on or after the par call date, Danaher will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If a change of control triggering event occurs with respect to the Notes, each holder of Notes may require Danaher to repurchase some or all of its Notes at a purchase price equal to 101% of the principal amount of the Notes being repurchased, plus accrued interest. A change of control triggering event means the occurrence of both a change of control and a rating event (as such terms are defined in the Fourth Supplemental Indenture).
The Notes are unsecured and rank equally in right of payment with all of Danaher’s other unsecured and unsubordinated indebtedness.
Upon the occurrence of an event of default with respect to the Notes, which includes payment defaults, defaults in the performance of certain covenants, and bankruptcy and insolvency-related defaults, Danaher’s obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.
The above description of the Base Indenture and the Fourth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Fourth Supplemental Indenture, respectively. The Initial Base Indenture is filed as Exhibit 4.1, the Second Supplemental Indenture is filed as Exhibit 4.2, the Third Supplemental Indenture is filed as Exhibit 4.3 hereto and the Fourth Supplemental Indenture is filed as Exhibit 4.4 hereto. Each of the foregoing documents is incorporated herein by reference.
In connection with the offering of the Notes, Danaher is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes and certain related matters. Such opinion is incorporated by reference into the Registration Statement.
Item 8.01 Other Events
On October 6, 2020, Danaher notified the holders of the 2022 Notes that it has called for redemption all of the €800 million aggregate principal amount of the 2022 Notes in accordance with the terms of the 2022 Notes and of the indenture governing the 2022 Notes. Danaher intends to redeem the 2022 Notes on November 5, 2020 (the “Redemption Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the 2022 Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued as of the Redemption Date) discounted to the Redemption Date on an annual basis at a comparable treasury rate plus 25 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed herewith, unless otherwise indicated:
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of September 29, 2020, among Danaher Corporation, BofA Securities, Inc., Barclays Capital, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and the other underwriters party thereto.
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4.1
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4.2
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4.3
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4.4
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5.1
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23.1
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101.INS
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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Inline XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
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