SUBJECT TO
COMPLETION, DATED AUGUST 22, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9, 2019)
DH EUROPE FINANCE II S.À R.L.
Floating Rate Senior Notes due 20
% Senior Notes due
20
% Senior Notes due
20
% Senior Notes due
20
Fully and Unconditionally Guaranteed by
DANAHER CORPORATION
DH Europe Finance
II S.à r.l. (Danaher International II) is offering aggregate principal amount of floating rate senior notes due 20 (the Floating Rate
Notes), aggregate principal amount of % senior notes due 20 (the 20 Notes),
aggregate principal amount of % senior notes due 20 (the 20 Notes) and
aggregate principal amount of % senior notes due 20 (the 20 Notes). We refer to the
20 Notes, the 20 Notes and the 20 Notes collectively as the fixed rate notes, and we refer to the fixed rate notes and the Floating Rate Notes collectively as the
notes.
The Floating Rate Notes will mature
on , , the 20 Notes will mature on , 20 ,
the 20 Notes will mature on , 20 and the 20 Notes will mature
on , 20 . Danaher International II will pay interest on the Floating Rate Notes quarterly in arrears
on , , and of each year, commencing on
, 2019. The Floating Rate Notes will bear interest at a rate equivalent to three-month EURIBOR plus % per annum, subject to the provisions set forth
in Description of NotesInterestFloating Rate Notes; provided, that the minimum interest rate shall be zero. Danaher International II will pay interest on the fixed rate notes annually in arrears
on of each year, commencing on , 2020. The notes of each series will be issued only in
denominations of 100,000 and integral multiples of 1,000 in excess thereof.
We intend to use the net proceeds from the offering
of the notes to fund a portion of the cash consideration payable for, and certain costs associated with, our proposed acquisition (the GE Biopharma Acquisition) of the Biopharma Business of GE Life Sciences (the GE Biopharma
Business). This offering is not conditioned upon the completion of the proposed GE Biopharma Acquisition and we cannot assure you that the GE Biopharma Acquisition will be completed on the terms described herein or at all. If we do not
consummate the GE Biopharma Acquisition on or prior to August 25, 2020 (or such later date to which the acquisition agreement setting forth the terms of the GE Biopharma Acquisition as in effect on the closing date of this offering (the
GE Biopharma Purchase Agreement) may be extended in accordance with its terms), or the GE Biopharma Purchase Agreement is terminated prior to such date, we will be required to redeem the notes on the special mandatory redemption date at
a redemption price equal to 101% of the aggregate principal amount of the notes outstanding, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date as further described under Description of NotesSpecial
Mandatory Redemption.
The Floating Rate Notes are not redeemable prior to their maturity except in connection with certain changes in
applicable tax law. Danaher International II may redeem some or all of the fixed rate notes at any time at the applicable redemption price described in this prospectus supplement under the heading Description of NotesOptional
Redemption. If a change of control triggering event as described in this prospectus supplement under the heading Description of NotesChange of Control Triggering Event occurs, Danaher International II may be required to offer
to purchase all of the then outstanding notes from their holders. In addition, the notes of each series may be redeemed in whole but not in part, at any time at our option, in the event of certain changes in applicable tax law. See Description
of NotesRedemption Upon Changes in Withholding Taxes.
The notes will be unsecured obligations of Danaher International II and
will rank without preference or priority among themselves and equally in right of payment with all of Danaher International IIs other existing and future unsecured senior indebtedness, if any, and will rank senior to any subordinated
indebtedness that Danaher International II may incur. All of Danaher International IIs obligations under the notes will be fully and unconditionally guaranteed by Danaher Corporation (Danaher), Danaher International IIs
ultimate parent company, on an unsecured basis (the guarantees). The guarantees will rank equally in right of payment with all of Danahers other existing and future unsecured senior indebtedness and will rank senior to any
subordinated indebtedness that Danaher may incur. The notes and the guarantees will be structurally subordinated to all indebtedness and other liabilities of Danahers subsidiaries. There are no sinking funds for the notes.
Application will be made to have each series of the notes listed on The New York Stock Exchange. Currently there are no trading markets for any
series of the notes. The listing application will be subject to approval by The New York Stock Exchange. If such a listing is obtained, we will have no obligation to maintain such listing, and we may delist any series of the notes at any time. The
New York Stock Exchange is not a regulated market for the purposes of the EU Directive on Markets in Financial Instruments (2014/65/EU) (as amended or superseded, MiFID II).
Investing in the notes involves risks. You should read this prospectus supplement and the accompanying prospectus carefully before you make
your investment decision. See Risk Factors beginning on page S-17 of this prospectus supplement, as well as documents we file with the Securities and Exchange Commission
that are incorporated by reference herein for more information.
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Price to
Investors
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Underwriting
Discounts
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Proceeds, Before Expenses, to
Danaher International II
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Per Floating Rate Note
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%
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%
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%
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Floating Rate Notes Total
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Per 20 Note
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%
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%
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20 Notes Total
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Per 20 Note
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%
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%
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20 Notes Total
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Per 20 Note
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%
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%
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%
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20 Notes Total
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Total
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The prices to investors set forth above do not include accrued interest, if any. Interest on the notes will
accrue from , 2019.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The underwriters expect to deliver the notes in the form of one or more global notes and in book-entry form and expect that the notes will be
deposited and registered in the name of a nominee for a common depositary or through a common depositary for Clearstream Banking S.A. and Euroclear Bank SA/NV, on or
about , 2019.
The manufacturer target market (under MiFID
II product governance rules) for the notes is eligible counterparties and professional clients only, each as defined in MiFID II, through all distribution channels. No key information document is being prepared in accordance with EU Regulation No
1286/2014 (as amended or superseded , PRIIPs) as the notes will not be offered, sold or otherwise made available to retail investors in the European Economic Area (EEA). See UnderwritingSelling Restrictions.
Joint Book-Running Managers
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Barclays
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BNP PARIBAS
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Citigroup
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Deutsche Bank
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Santander
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Commerzbank
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Lloyds Bank Corporate Markets Wertpapierhandelsbank
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SMBC Nikko
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Standard Chartered Bank
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Co-Manager
The date of this prospectus supplement
is , 2019.