DANAHER CORP /DE/ 8-K

What Happened
Danaher Corporation announced it issued €3.0 billion aggregate principal amount of senior notes on April 29, 2026 to help fund the proposed acquisition of Masimo Corporation. The offering includes a €500 million floating-rate series due 2028 and three fixed-rate series: €750 million due 2030 (3.250%), €750 million due 2034 (3.625%) and €1.0 billion due 2038 (4.000%). The notes were issued under Danaher’s existing indenture with a supplemental indenture and sold through an underwriting group led by major banks.

Key Details

• Total issued: €3.0 billion (€500M floating-rate due 2028; €750M 3.250% due 2030; €750M 3.625% due 2034; €1.0B 4.000% due 2038).
• Net proceeds: approximately €2.98 billion after underwriting discounts and estimated offering expenses. Danaher intends to use proceeds to pay part of the cash purchase price and related costs of the Masimo acquisition; remaining proceeds may be used for general corporate purposes.
• Redemption/repurchase features: Danaher has call rights before maturity (Par Call Dates vary by series) with specified pricing formulas; if the Masimo acquisition is not consummated by Nov 16, 2026 (or any agreed extension) Danaher must redeem the Fixed Rate Notes in full at 101% of principal; holders can require repurchase at 101% upon certain change-of-control events.
• Security and covenants: The notes are general unsecured senior obligations, ranking equally with Danaher’s other unsecured senior debt and senior to any subordinated debt; the indenture includes customary covenants limiting liens, sale-leasebacks and certain mergers/consolidations.

Why It Matters
This financing provides Danaher with near-term cash to fund a significant portion of the proposed Masimo deal while preserving flexibility for other corporate needs. The special mandatory redemption provision (101% if the Masimo acquisition is not completed by the stated date) is important for investors because it creates a defined outcome tied to the transaction’s completion. The notes increase Danaher’s senior unsecured debt but include typical protections and covenants that investors should note when assessing credit and capital structure impacts.