Danaher Corporation (NYSE: DHR) and Fortive Corporation announced today,
in connection with the planned spin-off of Fortive from Danaher, that
Fortive intends to offer up to an additional $200 million aggregate
principal amount of 4.300% senior notes due 2046 (the "additional 2046
notes"), subject to market conditions and other factors. On June 6,
2016, Fortive agreed to issue $350 million aggregate principal amount of
4.300% senior notes due 2046 (the "prior 2046 notes" and together with
the additional 2046 Notes, the "2046 notes") pursuant to a private
offering. The additional 2046 notes to be issued in this offering and
the previously priced prior 2046 notes will be treated as a single class
of notes under the indenture governing such 2046 notes and all such 2046
notes are expected to be issued on June 20, 2016, subject to customary
closing conditions. The additional 2046 notes are expected to be
fungible with the prior 2046 notes. Danaher will guarantee the 2046
notes until the spin-off occurs. Fortive intends to use the net proceeds
from the sale of the additional 2046 notes to make payments to Danaher
as consideration for the contribution of assets to Fortive by Danaher in
connection with the separation, and to pay related fees and expenses and
for general corporate purposes. Fortive expects that the net proceeds of
the additional 2046 notes will reduce incrementally other types of
indebtedness Fortive had anticipated incurring to fund such payments.
The securities are being sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") and to non-U.S. persons outside
the United States under Regulation S under the Securities Act. The
securities have not been registered under the Securities Act, and unless
so registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the securities, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This notice is being issued
pursuant to and in accordance with Rule 135c under the Securities Act.
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical, including
the statements regarding Danaher's anticipated spin-off of Fortive
Corporation and the timing thereof and Danaher's and Fortive's
expectations regarding the completion, timing and planned use of
proceeds from the proposed offering, and any other statements regarding
events or developments that we believe or anticipate will or may occur
in the future are "forward-looking" statements within the meaning of The
Private Securities Litigation Reform Act of 1995. There are a number of
important factors that could cause actual results, developments and
business decisions to differ materially from those suggested or
indicated by such forward-looking statements and you should not place
undue reliance on any such forward-looking statements. These factors
include, among other things, Fortive's intention to offer its notes,
market conditions, satisfaction of customary closing conditions, and
Danaher's ability to successfully consummate the separation of Danaher
into two public companies and Danaher's and Fortive's ability to realize
the anticipated benefits of that transaction. Additional information
regarding the factors that may cause actual results to differ materially
from these forward-looking statements is available in Danaher's and
Fortive's SEC filings, including Danaher's 2015 Annual Report on Form
10-K and Quarterly Report on Form 10-Q for the first quarter of 2016 and
Fortive's Registration Statement on Form 10. These forward-looking
statements speak only as of the date of this release, and neither
Danaher nor Fortive assumes any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events and developments or otherwise.
Danaher Corporation
Matthew E. Gugino, Vice President, Investor Relations
Telephone: (202) 828-0850
Fax: (202) 828-0860