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

Item1.01. Entry into a Material Definitive Agreement

On June30, 2017, DH Europe Finance S.A. (Danaher International)
issued 250,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2022 (the Floating Rate Notes) and 600,000,000
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 to a registration statement
on Form S-3 (File No.333-203948) filed with the Securities and
Exchange Commission (the Commission) on May7, 2015, as amended by
a Post-Effective Amendment No.1 thereto, filed with the
Commission on June15, 2015, and a related prospectus filed with
the Commission. The Notes are fully and unconditionally
guaranteed on an unsecured and unsubordinated basis by Danaher
Corporation (Danaher) (the Guarantees and, together with the
Notes, the Securities). The Securities were sold to the terms of
an underwriting agreement (the Underwriting Agreement) dated as
of June19, 2017 among Danaher International, Danaher, and BNP
Paribas, Merrill Lynch International, Deutsche Bank AG, London
Branch and the other underwriters party thereto. The Underwriting
Agreement was separately filed with the SEC on June21, 2017 as
Exhibit 1.1 to Danahers Current Report on Form 8-K.

Danaher has applied to list both series of the Notes on The New
York Stock Exchange (the NYSE). The listing application has been
approved by the NYSE.

The Securities were issued under an indenture dated as of July8,
2015 (the Base Indenture) among Danaher International, Danaher,
as guarantor, and The Bank of New York Mellon Trust Company, N.A.
as trustee (the Trustee) and a second supplemental indenture
dated as of June30, 2017 (the Supplemental Indenture and,
together with the Base Indenture, the Indenture). The Notes will
be subject to a Paying and Calculation Agency Agreement, dated
June30, 2017 (the Paying and Calculation Agency Agreement), among
Danaher International, Danaher, the Trustee and The Bank of New
York Mellon, London Branch, as paying and calculation Agent.

The Floating Rate Notes will mature on June30, 2022 and the 2027
Notes will mature on June30, 2027. Interest on the Floating Rate
Notes will be paid quarterly in arrears on
March31,June30,September30 and December31 of each year,
commencing on September30, 2017. Interest on the 2027 Notes will
be paid annually in arrears on June30 of each year, commencing on
June30, 2018.

At any time and from time to time prior to March30, 2027 (three
months prior to the maturity date of the 2027 Notes), Danaher
International will have the right, at its option, to redeem the
2027 Notes, in whole or in part, by paying a make-whole premium,
plus accrued and unpaid interest, if any, to, but excluding, the
redemption date. In addition, on or after March30, 2027, Danaher
International will have the right, at its option, to redeem the
2027 Notes, in whole or in part, at any time and from time to
time, at a redemption price equal to 50% of the principal amount
of the 2027 Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

If a change of control triggering event occurs with respect to
the Notes, each holder of Notes may require Danaher International
to repurchase some or all of its Notes at a purchase price equal
to 101% of the principal amount of the Notes being repurchased,
plus accrued interest. A change of control triggering event means
the occurrence of both a change of control and a rating event (as
such terms are defined in the Supplemental Indenture).

The Notes are unsecured and rank equally in right of payment with
all of Danaher Internationals other unsecured and unsubordinated
indebtedness. The Guarantees are unsecured obligations of Danaher
and rank equally in right of payment with all of Danahers other
unsecured and unsubordinated indebtedness.

Upon the occurrence of an event of default with respect to the
Notes, which includes payment defaults, defaults in the
performance of certain covenants, and bankruptcy and insolvency
related defaults, Danaher Internationals obligations under the
Notes may be accelerated, in which case the entire principal
amount of the Notes would be immediately due and payable.

Danaher and its affiliates maintain various commercial and
service relationships with the Trustee and its affiliates in the
ordinary course of business. Affiliates of the Trustee may in the
future engage in lending or hedging transactions with Danaher and
its affiliates. In addition, certain of the underwriters party to
the Underwriting Agreement and their respective affiliates have,
from time to time, performed, and may in the future perform,
various financial advisory and investment banking services for
Danaher or Danaher International for which they received or will
receive customary fees and expenses. Certain of the underwriters
or their respective affiliates have been or are lenders under one
or more of Danahers credit facilities.

The above description of the Base Indenture and the Supplemental
Indenture is qualified in its entirety by reference to the Base
Indenture and the Supplemental Indenture. The Base Indenture is
filed as Exhibit 4.1 and the Supplemental Indenture is filed as
Exhibit 4.2 hereto. The Paying and Calculation Agency Agreement
is filed as Exhibit 4.3 hereto. Each of the foregoing documents
is incorporated herein by reference.

In connection with the offering of the Notes, Danaher is filing
as Exhibits 5.1 and 5.2 hereto opinions of counsel addressing the
validity of the Notes and the Guarantees and certain related
matters. Such opinions are incorporated by reference into the
Registration Statement.

Item9.01 Financial Statements and Exhibits

The following exhibits are filed herewith:

DANAHER CORP /DE/ Exhibit
EX-4.2 2 d414047dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 EXECUTION VERSION DH EUROPE FINANCE S.A.,…
To view the full exhibit click here
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.