PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9, 2019)
$4,000,000,000
DH EUROPE FINANCE II S.À R.L.
$700,000,000 2.050% Senior Notes due 2022
$700,000,000 2.200% Senior Notes due 2024
$800,000,000 2.600% Senior Notes due 2029
$900,000,000 3.250% Senior Notes due 2039
$900,000,000 3.400% Senior Notes due 2049
Fully and Unconditionally Guaranteed by
DANAHER CORPORATION
DH Europe Finance
II S.à r.l. (Danaher International II) is offering $700,000,000 aggregate principal amount of 2.050% senior notes due 2022 (the 2022 Notes), $700,000,000 aggregate principal amount of 2.200% senior notes due 2024 (the
2024 Notes), $800,000,000 aggregate principal amount of 2.600% senior notes due 2029 (the 2029 Notes), $900,000,000 aggregate principal amount of 3.250% senior notes due 2039 (the 2039 Notes) and $900,000,000
aggregate principal amount of 3.400% senior notes due 2049 (the 2049 Notes). We refer to the 2022 Notes, 2024 Notes, 2029 Notes, the 2039 Notes and the 2049 Notes collectively as the notes.
The 2022 Notes will mature on November 15, 2022, the 2024 Notes will mature on November 15, 2024, the 2029 Notes will mature on
November 15, 2029, the 2039 Notes will mature on November 15, 2039 and the 2049 Notes will mature on November 15, 2049. Danaher International II will pay interest on the notes semi-annually in arrears on May 15 and
November 15 of each year, commencing on May 15, 2020. The notes of each series will be issued only in denominations of $2,000 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, Danaher International II 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.
Danaher International II may redeem some or all of the 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 general 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 existing and any future unsecured
senior indebtedness 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 existing and any future unsecured
senior indebtedness and will rank senior to any subordinated indebtedness that Danaher may incur. The notes and the guarantees will be effectively subordinated to all existing and any future secured indebtedness of Danaher International II and
Danaher, respectively, and structurally subordinated to all existing and any future indebtedness and other liabilities of Danahers subsidiaries other than Danaher International II. There are no sinking funds for the notes. We do not intend to
apply for the listing of the notes on any securities exchange.
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-12 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 2022 Note
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99.994
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%
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0.250
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%
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99.744
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%
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2022 Notes Total
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$
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699,958,000
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$
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1,750,000
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$
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698,208,000
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Per 2024 Note
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99.952
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%
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0.350
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%
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99.602
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%
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2024 Notes Total
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$
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699,664,000
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$
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2,450,000
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$
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697,214,000
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Per 2029 Note
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99.903
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%
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0.450
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%
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99.453
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%
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2029 Notes Total
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$
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799,224,000
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$
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3,600,000
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$
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795,624,000
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Per 2039 Note
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99.809
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%
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0.875
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%
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98.934
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%
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2039 Notes Total
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$
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898,281,000
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$
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7,875,000
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$
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890,406,000
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Per 2049 Note
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99.756
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%
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0.875
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%
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98.881
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%
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2049 Notes Total
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$
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897,804,000
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$
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7,875,000
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$
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889,929,000
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Total
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$
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3,994,391,000
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$
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23,550,000
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$
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3,971,381,000
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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 November 7, 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 book-entry form through the facilities of The Depository Trust Company for the benefit of its
participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, against payment in New York, New York on or about November 7, 2019.
Joint
Book-Running Managers
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BofA Merrill Lynch
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Mizuho Securities
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MUFG
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US Bancorp
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Wells Fargo Securities
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HSBC
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PNC Capital Markets LLC
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RBC Capital Markets
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Scotiabank
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Co-Managers
The date of this prospectus supplement is October 29, 2019.