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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM i 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i April 3, 2020 _____________________________________________
|
| | |
i DANAHER
CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) | |
_____________________________________________
|
| | | | | |
i Delaware | | | | i 59-1995548 |
(State
or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
i 2200
Pennsylvania Avenue, NW | | | | i 20037-1701 |
i Suite
800W | | | |
i Washington, | i DC | | | |
(Address
of Principal Executive Offices) | | | | (Zip Code) |
i 202- i 828-0850
(Registrant’s
Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| |
i ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
i ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
i Common stock, $0.01 par value | i DHR | i New
York Stock Exchange |
i 4.75% Mandatory Convertible Preferred Stock, Series A, without par value | i DHR.PRA | i New
York Stock Exchange |
i Floating Rate Senior Notes due 2022 | i DHR F 06/30/22 | i New
York Stock Exchange |
i 1.700% Senior Notes due 2022 | i DHR 1.7 01/04/22 | i New
York Stock Exchange |
i 1.700% Senior Notes due 2024 | i DHR 1.7 03/30/24 | i New
York Stock Exchange |
i 2.500% Senior Notes due 2025 | i DHR 2.5 07/08/25 | i New
York Stock Exchange |
i 0.200% Senior Notes due 2026 | i DHR 0.2 03/18/26 | i New
York Stock Exchange |
i 2.100% Senior Notes due 2026 | i DHR 2.1 09/30/26 | i New
York Stock Exchange |
i 1.200% Senior Notes due 2027 | i DHR 1.2 06/30/27 | i New
York Stock Exchange |
i 0.450% Senior Notes due 2028 | i DHR 0.45 03/18/28 | i New
York Stock Exchange |
i 2.500% Senior Notes due 2030 | i DHR 2.5 03/30/30 | i New
York Stock Exchange |
i 0.750% Senior Notes due 2031 | i DHR 0.75 09/18/31 | i New
York Stock Exchange |
i 1.350% Senior Notes due 2039 | i DHR 1.35 09/18/39 | i New
York Stock Exchange |
i 1.800% Senior Notes due 2049 | i DHR 1.8 09/18/49 | i New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). |
| | |
Emerging growth company | | i ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
Notes Offering
On April 3, 2020, Danaher Corporation (“Danaher”) issued €150,000,000 principal
amount of additional 1.700% Senior Notes due 2024 (the “2024 Notes), €300,000,000 principal amount of additional 2.100% Senior Notes due 2026 (the “2026 Notes”) and €300,000,000 principal amount of additional 2.500% Senior Notes due 2030 (the “2030 Notes,” and together with the 2024 Notes and 2026 Notes, 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 April 3, 2020 among Danaher and BNP Paribas, Deutsche Bank AG, London Branch, Merrill Lynch International, and J.P. Morgan Securities plc, and the other underwriters party thereto. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and is incorporated herein by reference. Danaher received net proceeds of approximately €753.7 million, after deducting the underwriting discounts and estimated offering expenses payable by Danaher. Danaher anticipates using the net proceeds from the offering for general corporate
purposes, which may include repayment of a portion of its outstanding commercial paper borrowings as they mature and/or repayment of amounts borrowed under its revolving credit facilities. The Notes are listed on The New York Stock Exchange.
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 by a second supplemental indenture,
dated as of July 1, 2019 (the “Second Supplemental Indenture”) between Danaher and the Trustee (the Initial Base Indenture, as so amended by the Second Supplemental Indenture, collectively, the “Base Indenture”) and a third supplemental indenture, dated as of March 30, 2020 (the “Third Supplemental Indenture” and, together with
the Base Indenture, the “Indenture”) between Danaher and the Trustee. The Notes will be subject to a Paying Agency Agreement, dated March 30, 2020, as amended (the “Paying Agency Agreement”), among Danaher, the Trustee and The Bank of New York Mellon, London Branch, as paying agent. The additional €150,000,000 principal amount of 2024 Notes constitutes a further issuance of the €750,000,000 aggregate principal amount of 1.700% senior notes due 2024 (the “existing 2024 Notes”). The 2024 Notes form a single series with, and have the same terms as, the existing 2024 Notes. The 2024 Notes have the same ISIN and Common Code numbers, will vote as a single class under the Indenture
and trade interchangeably with the existing 2024 Notes. An aggregate principal amount of €900,000,000 of 2024 Notes is outstanding. The 2024 Notes were sold at an offering price of 100.298% of the principal amount, plus accrued interest from and including March 30, 2020. Interest on the 2024 Notes is deemed to have started accruing on March 30, 2020. The additional €300,000,000 principal amount of 2026 Notes constitutes a further issuance of the €500,000,000 aggregate principal amount of 2.100% senior notes due 2026 (the “existing 2026 Notes”). The 2026 Notes form a single series with, and have the same terms as, the existing 2026 Notes. The 2026 Notes have the same ISIN and Common Code numbers, will vote as a single class under the Indenture
and trade interchangeably with the existing 2026 Notes. An aggregate principal amount of €800,000,000 of 2026 Notes is outstanding. The 2026 Notes were sold at an offering price of 100.842% of the principal amount, plus accrued interest from and including March 30, 2020. Interest on the 2026 Notes is deemed to have started accruing on March 30, 2020. The additional €300,000,000 principal amount of 2030 Notes constitutes a further issuance of the €500,000,000 aggregate principal amount of 2.500% senior notes due 2030 (the “existing 2030 Notes”). The 2030 Notes form a single series with, and have the same terms as, the existing 2030 Notes. The 2030 Notes have the same ISIN and Common Code numbers, will vote as a single class under the Indenture
and trade interchangeably with the existing 2030 Notes. An aggregate principal amount of €800,000,000 of 2030 Notes is outstanding. The 2030 Notes were sold at an offering price of 102.166% of the principal amount, plus accrued interest from and including March 30, 2020. Interest on the 2030 Notes is deemed to have started accruing on March 30, 2020. The 2024 Notes will mature on March 30, 2024, the 2026 Notes will mature on September 30, 2026 and the 2030 Notes will mature on March 30, 2030. Interest on the 2024 Notes and the 2030 Notes will be paid annually in arrears on March 30 of each year, commencing on March 30, 2021, and
interest on the 2026 Notes will be paid annually in arrears on September 30 of each year, commencing on September 30, 2020.
At any time and from time to time prior to February 29, 2024 (one month prior to the maturity date of the 2024 Notes), in the case of the 2024 Notes, July 30, 2026 (two months prior to the maturity date of the 2026 Notes), in the case of the 2026 Notes or December 30, 2029 (three months prior to the maturity date of the 2030 Notes), in the case of the 2030 Notes, 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 applicable par call date of the 2024 Notes, 2026 Notes and 2030 Notes, Danaher will have the right, at its option, to redeem the 2024 Notes, 2026 Notes and 2030 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 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.
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 9.01 Financial Statements and Exhibits
The following exhibits are filed herewith, unless otherwise indicated: |
| | |
Exhibit No. | | Description |
| | |
1.1 | | |
| | |
4.1 | | |
| | |
4.2 | | |
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4.3 | | |
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5.1 | | |
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23.1 | | |
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101.INS | | 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 |
| | |
101.SCH | | Inline
XBRL Taxonomy Extension Schema Document |
| | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
101.LAB | | Inline
XBRL Taxonomy Extension Labels Linkbase Document |
| | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (formatted as inline
XBRL with applicable taxonomy extension information contained in Exhibits 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | |
| DANAHER
CORPORATION |
| | |
| By: | | |
| | | |
| | | Title: Executive Vice President and Chief Financial Officer |
