SEC Info - Danaher Corp./DE, et al. - ‘S-3ASR’ on 4/2/21

SEC Info℠

Home

My Interests

Help

Please Sign In

Danaher Corp./DE, et al. – ‘S-3ASR’ on 4/2/21 – ‘EX-25.1’

On: Friday, 4/2/21, at 4:27pm ET · Effective: 4/2/21 · Accession #: 1628280-21-6466 · File #s: 333-255006, -01, -02

Previous ‘S-3ASR’: ‘S-3ASR’ on 7/2/19 · Next & Latest: ‘S-3ASR’ on 4/1/24 · 12 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/21  Danaher Corp./DE                  S-3ASR      4/02/21    8:1M                                     Workiva Inc Wde… FA01/FA
          DH Europe Finance II S.a.r.l.
          DH Europe Finance S.a.r.l.

Automatic Shelf Registration Statement by a Well-Known Issuer — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3ASR      Automatic Shelf Registration Statement by a         HTML    377K 
                Well-Known Issuer                                                
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML     45K 
 3: EX-5.2      Opinion of Counsel re: Legality                     HTML     52K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML      7K 
 5: EX-24.1     Power of Attorney                                   HTML     18K 
 6: EX-25.1     Statement of Eligibility to Act as a Trustee        HTML     33K 
 7: EX-25.2     Statement of Eligibility to Act as a Trustee        HTML     34K 
 8: EX-25.3     Statement of Eligibility to Act as a Trustee        HTML     35K

‘EX-25.1’ — Statement of Eligibility to Act as a Trustee

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY

OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


N/A (State of incorporation if not a U.S. national bank)			95-3571558 (I.R.S. employer identification no.)

400 South Hope Street, Suite 500 Los Angeles, California (Address of principal executive offices)			90071 (Zip code)

Legal Department

The Bank of New York Mellon Trust Company, N.A.

240 Greenwich Street

New York, NY 10286

(212) 635-1270

(Name, address and telephone number of agent for service)

DANAHER CORPORATION

(Exact name of obligor as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			59-1995548 (I.R.S. employer identification no.)

2200 Pennsylvania Avenue, N.W., Suite 800W Washington, D.C. (Address of principal executive offices)			20037-1701 (Zip code)

Senior Debt Securities

(Title of the indenture securities)

Item 1. General information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.



Name			Address
Comptroller of the Currency – United States Department of the Treasury			Washington, D.C. 20219
Federal Reserve Bank			San Francisco, California 94105
Federal Deposit Insurance Corporation			Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed pursuant to Section 305(b)(2) of the Act in connection with Registration Statement No. 333-135006-10).

7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Pittsburgh, and State of Pennsylvania, on the 2nd day of April, 2021.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:			/s/ *Kenneth Helbig*
			Name:Kenneth Helbig
			Title:Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business December 31, 2020, published in accordance with Federal regulatory authority instructions.


			Dollar amounts
			in thousands
ASSETS

Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			1,685
Interest-bearing balances			335,190
Securities:
Held-to-maturity securities			0
Available-for-sale debt securities			77,127
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			0
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, held for investment			0
LESS: Allowance for loan and lease losses			0
Loans and leases held for investment, net of allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			22,577
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Direct and indirect investments in real estate ventures			0
Intangible assets			856,313
Other assets			104,906

Total assets			1,397,798


LIABILITIES

Deposits:
In domestic offices			1,612
Noninterest-bearing			1,612
Interest-bearing			0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			270,910
Total liabilities			272,522
Not applicable


EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			324,364
Not available
Retained earnings			798,671
Accumulated other comprehensive income			1,241
Other equity capital components			0
Not available
Total bank equity capital			1,125,276
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,125,276
Total liabilities and equity capital			1,397,798

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


Matthew J. McNulty			)			CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Antonio I. Portuondo, President	)
Michael P. Scott, Managing Director	)	Directors (Trustees)
Kevin P. Caffrey, Managing Director	)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3ASR’ Filing	Date	Other Filings

Filed on / Effective on:	4/2/21	10-Q
	12/31/20	10-K, 11-K, 5, SD
		List all Filings

12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/25/21  Danaher Corp./DE                  10-K       12/31/20  153:22M
10/06/20  Danaher Corp./DE                  8-K:1,8,9   9/29/20   15:1.1M                                   Workiva Inc Wde… FA01/FA
 5/12/20  Danaher Corp./DE                  8-K:3,5,8,9 5/12/20   17:1.6M                                   Workiva Inc Wde… FA01/FA
 3/30/20  Danaher Corp./DE                  8-K:1,9     3/25/20   14:933K                                   Donnelley … Solutions/FA
 9/18/19  Danaher Corp./DE                  8-K:1,9     9/18/19   15:1.4M                                   Donnelley … Solutions/FA
 7/10/19  Danaher Corp./DE                  POSASR      7/10/19    9:1.5M
 3/01/19  Danaher Corp./DE                  8-K:3,5,8,9 2/26/19    6:796K                                   Donnelley … Solutions/FA
12/06/16  Danaher Corp./DE                  8-K:5,9    12/06/16    2:136K                                   Donnelley … Solutions/FA
 7/08/15  Danaher Corp./DE                  8-K:1,9     7/08/15    6:900K                                   Donnelley … Solutions/FA
 7/27/11  Danaher Corp./DE                  10-Q        7/01/11   81:7M                                     Donnelley … Solutions/FA
12/11/07  Danaher Corp./DE                  8-K:8,9    12/06/07    5:608K                                   Donnelley … Solutions/FA
 2/22/02  Danaher Corp./DE                  S-3                    6:560K                                   Donnelley Fin’l S… 09/FA

↑Top

Filing Submission 0001628280-21-006466 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)