UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): October 29, 2019
Danaher Corporation
(Exact Name of Registrant as Specified in Charter)
| | | | |
Delaware | | 001-08089 | | 59-1995548 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
2200 Pennsylvania Ave., N.W., Suite 800W Washington, D.C. | | 20037-1701 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 202-828-0850
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
Common stock, $0.01 par value | | DHR | | New York Stock Exchange |
4.75% Mandatory Convertible Preferred Stock, Series A, without par value | | DHR.PRA | | New York Stock Exchange |
Floating Rate Senior Notes due 2022 | | DHR F 06/30/22 | | New York Stock Exchange |
1.700% Senior Notes due 2022 | | DHR 1.7 01/04/22 | | New York Stock Exchange |
2.500% Senior Notes due 2025 | | DHR 2.5 07/08/25 | | New York Stock Exchange |
1.200% Senior Notes due 2027 | | DHR 1.2 06/30/27 | | New York Stock Exchange |
0.200% Senior Notes due 2026 | | DHR 0.2 03/18/26 | | New York Stock Exchange |
0.450% Senior Notes due 2028 | | DHR 0.45 03/18/28 | | New York Stock Exchange |
0.750% Senior Notes due 2031 | | DHR 0.75 09/18/31 | | New York Stock Exchange |
1.350% Senior Notes due 2039 | | DHR 1.35 09/18/39 | | New York Stock Exchange |
1.800% Senior Notes due 2049 | | DHR 1.8 09/18/49 | | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
On October 29, 2019, DH Europe Finance II S.à r.l. (“Danaher International II”) and Danaher Corporation (“Danaher”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, and the several other underwriters party thereto for the issue and sale by Danaher International II of $700 million aggregate principal amount of 2.050% Senior Notes due 2022 (the “2022 Notes”), $700 million aggregate principal amount of 2.200% Senior Notes due 2024 (the “2024 Notes”), $800 million aggregate principal amount of 2.600% Senior Notes due 2029 (the “2029 Notes”), $900 million aggregate principal amount of 3.250% Senior Notes due 2039 (the “2039 Notes”) and $900 million aggregate principal amount of 3.400% Senior Notes due 2049 (the “2049 Notes,” and collectively with the 2022 Notes, the 2024 Notes, the 2029 Notes and the 2039 Notes, the “Notes”), in an underwritten offering.
The Notes will be fully and unconditionally guaranteed by Danaher. The Underwriting Agreement contains customary representations, warranties and agreements of Danaher and Danaher International II, customary conditions to closing, termination provisions and indemnification and other obligations of the parties.
Danaher International II expects to receive net proceeds, after underwriting discounts and estimated offering expenses, of approximately $3.97 billion. Danaher anticipates using the net proceeds to fund a portion of the cash consideration payable for, and certain costs associated with, its acquisition of the Biopharma Business of GE Life Sciences (the “GE Biopharma Acquisition”). Pending completion of the GE Biopharma Acquisition, Danaher may invest the net proceeds of the offering in short-term bank deposits or invest them in interest-bearing, investment-grade securities. The offering of the Notes is expected to close on November 7, 2019, subject to customary closing conditions.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement. The Underwriting Agreement is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are filed herewith:
| | | | |
Exhibit No. | | | Description |
| | | | | |
| | 1.1 | | | Underwriting Agreement, dated as of October 29, 2019 |
| | | | | |
| | 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.
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| | | | DANAHER CORPORATION |
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Date: October 30, 2019 | | | | By: | | /s/ Matthew R. McGrew |
| | | | Name: | | Matthew R. McGrew |
| | | | Title: | | Executive Vice President and Chief Financial Officer |
