Current Report Filing (8-k)
June 21 2017 - 5:02PM
Edgar (US Regulatory)
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): June 19, 2017
Danaher Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-08089
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59-1995548
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2200 Pennsylvania Ave., N.W., Suite 800W
Washington, D.C.
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20037-1701
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Item 8.01. Other Events
On June 19, 2017, DH Europe Finance S.A. (Danaher International) and Danaher Corporation (Danaher) entered into an underwriting
agreement (the Underwriting Agreement) with BNP Paribas, Merrill Lynch International, Deutsche Bank AG, London Branch, and the several other underwriters party thereto for the issue and sale by Danaher International of
250 million aggregate principal amount of Floating Rate Senior Notes due 2022 (the Floating Rate Notes) and 600 million aggregate principal amount of 1.200% Senior Notes due 2027 (the 2027 Notes, and
together with the Floating Rate 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, customary conditions to closing, termination provisions and indemnification and other obligations of the parties.
Danaher International expects to receive net proceeds, after underwriting discounts and estimated offering expenses, of approximately 843 million
(approximately $944 million based on exchange rates as of June 16, 2017). Danaher anticipates using approximately $560 million of the net proceeds from the offering to repay all of the outstanding 500 million aggregate principal
amount of Danaher Internationals Floating Rate Senior Notes due 2017, which mature on June 30, 2017 and bear interest at a EURIBOR-based rate, and to pay accrued and unpaid interest and fees and expenses associated with the repayment.
Danaher also anticipates using approximately $384 million of the net proceeds from the offering to repay short-term indebtedness consisting of commercial paper. Danaher anticipates using any remaining net proceeds from the offering for general
corporate purposes. The offering of the Notes is expected to close on June 30, 2017, 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:
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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 June 19, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: June 20, 2017
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By:
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/s/ Daniel L. Comas
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Name:
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Daniel L. Comas
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Title:
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Executive Vice President and Chief
Financial
Officer
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