Danaher Corporation (NYSE:DHR) Files An 8-K Other Events

0

Danaher Corporation (NYSE:DHR) Files An 8-K Other Events

Item8.01. Other Events

On June19, 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 250million aggregate principal amount
of Floating Rate Senior Notes due 2022 (the Floating Rate Notes)
and 600million 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 843million (approximately $944 million based on
exchange rates as of June 16, 2017). Danaher anticipates using
approximately $560million of the net proceeds from the offering
to repay all of the outstanding 500million aggregate principal
amount of Danaher Internationals Floating Rate Senior Notes due
2017, which mature on June30, 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 $384million 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 June30, 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.

Item9.01 Financial Statements and Exhibits

The following exhibits are filed herewith:

ExhibitNo. Description
1.1 Underwriting Agreement, dated as of June 19, 2017



DANAHER CORP /DE/ Exhibit
EX-1.1 2 d397715dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION DH EUROPE FINANCE S.A. fully and unconditionally guaranteed by DANAHER CORPORATION €250,…
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.