Danaher Corporation (NYSE:DHR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

364-Day Revolving Credit Facility

On March23, 2018, Danaher Corporation (“Danaher”) entered into a new $1.0billion 364-day revolving credit facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent, and a syndicate of lenders from time to time party thereto. The Credit Facility expires on March22, 2019 (the “Scheduled Termination Date”). Danaher may elect, upon the payment of a fee equal to 0.75% of the principal amount of the loans then outstanding and, upon the satisfaction of certain conditions, to convert any loans outstanding on the Scheduled Termination Date into term loans that are due and payable one year following the Scheduled Termination Date. The description of the Credit Agreement with respect to the Credit Facility (the “Credit Agreement”) set forth herein is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Borrowings under the Credit Facility bear interest as follows: (1)Eurodollar Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate per annum equal to the London inter-bank offered rate plus 81.5 basis points; and (2)Base Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate per annum equal to the highest of (a)the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 0.50%, (b)the rate of interest in effect for such day as publicly announced by Bank of America, N.A. as its “prime rate,” and (c)the Eurodollar Rate (as defined in the Credit Agreement) plus 1.0%. In addition, Danaher is required to pay a per annum facility fee of 6.0 basis points based on the aggregate commitments under the Credit Facility, regardless of usage.

The Credit Facility requires Danaher to maintain a Consolidated Leverage Ratio (as defined in the Credit Agreement) of 0.65 to 1.00 or less. Borrowings under the Credit Facility are prepayable at Danaher’s option at any time in whole or in part without premium or penalty.

Danaher’s obligations under the Credit Facility are unsecured. Danaher has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Credit Facility. The Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, restrict the ability of Danaher and certain of its subsidiaries to: incur liens; sell or otherwise dispose of all or substantially all of Danaher’s or any subsidiary borrower’s assets; enter into certain mergers or consolidations; and use proceeds of borrowings under the Credit Facility for other than permitted uses. These covenants are subject to a number of important exceptions and qualifications. Certain changes of control with respect to Danaher would constitute an event of default under the Credit Facility.

Danaher intends to use the Credit Facility for liquidity support for Danaher’s expanded U.S. and Euro commercial paper programs and for general corporate purposes. Danaher intends to use proceeds from the issuance of short-term commercial paper notes to fund a portion of the purchase price for the pending acquisition of Integrated DNA Technologies, Inc.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits

The following exhibits are filed herewith:

DANAHER CORP /DE/ Exhibit
EX-10.1 2 d559007dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of March 23,…
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About Danaher Corporation (NYSE:DHR)

Danaher Corporation designs, manufactures and markets professional, medical, industrial and commercial products and services. The Company operates in five segments: Test & Measurement; Environmental; Life Sciences & Diagnostics; Dental, and Industrial Technologies. Its Test & Measurement segment offers products, software and services. Its Environmental segment products and services help protect the water supply, enhance the safety of personal data and improve business efficiencies. In the Life Sciences & Diagnostics segment, its diagnostics business offers analytical instruments, reagents, consumables, software and services. Its life sciences business offers research tools. Its Dental segment provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone. Its Industrial Technologies segment solutions help protect the world’s food supply, improve packaging design and quality, and verify pharmaceutical dosages.