DANAHER CORPORATION Item 1.01. Entry into a Material Definitive Agreement Notes Offering OnDecember 10, 2021 ,Danaher Corporation ("Danaher") issued$1,000,000,000 principal amount of 2.800% Senior Notes due 2051 (the "Notes"), in an underwritten offering pursuant to a registration statement on Form S-3 (File No. 333-255006) filed with theSecurities and Exchange Commission (the "Commission") onApril 2, 2021 and a related prospectus filed with the Commission (the "Registration Statement"). The Notes were sold pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") dated as ofDecember 1, 2021 amongDanaher and BofA Securities, Inc. ,Citigroup Global Markets Inc. ,Deutsche Bank Securities Inc. ,MUFG Securities Americas Inc. ,Santander Investment Securities Inc. , and the other underwriters party thereto. The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference, and the foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. Danaher received net proceeds of approximately$984 million , after deducting the underwriting discounts and estimated offering expenses payable by Danaher. Danaher intends to use the net proceeds of this offering for general corporate purposes, including to fund the redemption of all of the outstanding €800 million aggregate principal amount of outstanding 2.500% Senior Notes due 2025 issued by DH Europe Finance S.À R.L. and guaranteed by Danaher (the "2025 Notes"), refinancing of other outstanding indebtedness, working capital, capital expenditures and satisfaction of other obligations. Indenture The Notes were issued under an indenture dated as ofDecember 11, 2007 (the "Initial Base Indenture") betweenDanaher andThe Bank of New York Mellon Trust Company , N.A., as trustee (the "Trustee"), as amended and supplemented by a second supplemental indenture, dated as ofJuly 1, 2019 (the "Second Supplemental Indenture") between Danaher and the Trustee, a third supplemental indenture, dated as ofMarch 30, 2020 (the "Third Supplemental Indenture") between Danaher and the Trustee (the Initial Base Indenture, as so amended and supplemented by the Second Supplemental Indenture and the Third Supplemental Indenture, collectively, the "Base Indenture"), and a fifth supplemental indenture, dated as ofDecember 10, 2021 (the "Fifth Supplemental Indenture") between Danaher and the Trustee. The Notes will mature onDecember 10, 2051 . Interest on the Notes will be paid semi-annually in arrears onJune 10 andDecember 10 of each year, commencing onJune 10, 2022 . Prior toJune 10, 2051 (six months prior to the maturity date of the Notes) (the "Par Call Date"), Danaher may redeem the Notes at its option, in whole or in part, at any time and from time to time, by paying a "make-whole" premium, plus accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, Danaher may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. If a change of control triggering event occurs with respect to the Notes, each holder of Notes may require Danaher 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 Fifth Supplemental Indenture). The Notes are unsecured and rank equally in right of payment with all of Danaher's 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's obligations under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable. The above description of the Base Indenture and the Fifth Supplemental Indenture is qualified in its entirety by reference to the Base Indenture and the Fifth Supplemental Indenture, respectively. The Initial Base Indenture is filed as Exhibit 4.1, the Second Supplemental Indenture is filed as Exhibit 4.2, the Third Supplemental Indenture is -------------------------------------------------------------------------------- filed as Exhibit 4.3, and the Fifth Supplemental Indenture is filed as Exhibit 4.4 hereto. Each of the foregoing documents is incorporated herein by reference. In connection with the offering of the Notes, Danaher is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes and certain related matters. Such opinion is incorporated by reference into the Registration Statement. Item 9.01 Financial Statements and Exhibits The following exhibits are filed herewith, unless otherwise indicated:
Exhibit No. Description
1.1 Underwriting Agreement, dated as ofDecember 1 ,
2021, among Danaher
Corporation, BofA Securities, Inc. , Citigroup Bank Securities Inc. ,MUFG Securities Americas
Inc.,
Securities Inc. , and the other underwriters party
thereto.
4.1 Indenture, dated as ofDecember 11, 2007 , between
The Bank of New York Mellon Trust Company, N.A. , as
trustee (incorporated by
reference to Exhibit 1.2 of the Registrant's Current Report on Form 8-K filed
with the Commission on December 11, 2007 ).
4.2 Second Supplemental Indenture, dated as of July 1, 2019, between Danaher
Corporation and The Bank of New York Mellon Trust
(incorporated by reference to Exhibit 4.2 of the Registrant's Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 filed with the
Commission on July 10, 2019 ).
4.3 Third Supplemental Indenture, dated as of March30, 2020, between Danaher
Corporation and The Bank of New York Mellon Trust
(incorporated by reference to Exhibit 4.3 of the Registrant's Current Report
on Form 8-K filed with the Commission on March 30 , 2020).
4.4 Fifth Supplemental Indenture, dated as of
Corporation and The Bank of New York Mellon Trust 5.1 Opinion ofWilmer Cutler Pickering Hale and Dorr
LLP.
23.1 Consent ofWilmer Cutler Pickering Hale and Dorr
LLP (contained in Exhibit
5.1 above).
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