8-K: Current report filing
Published on June 9, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 9, 2016
Date of Report (Date of Earliest Event Reported)
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-37654 | 47-5654583 | ||
(State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6920 Seaway Blvd
Everett, WA 98203
(Address of principal executive offices)
Registrants telephone number, including area code: (425) 446 - 5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Information |
On June 9, 2016, Fortive Corporation, (the Company), a subsidiary of Danaher Corporation (Danaher), agreed to sell an additional $200 million aggregate principal amount of 4.300% senior notes due 2046 (the additional 2046 Notes). As previously disclosed, on June 6, 2016, the Company 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. Danaher will guarantee the 2046 Notes (the Guarantees and together with the 2046 Notes, the Securities) until the planned separation of the Company from Danaher occurs. The 2046 Notes will pay interest on a semi-annual basis. The additional 2046 Notes and the 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 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 pursuant to Regulation S under the Securities Act. In connection with the offering of the Notes, the Company expects to enter into a registration rights agreement pursuant to which it will agree to file a registration statement with respect to an offer to exchange the Notes for substantially identical notes registered under the Securities Act (or, under certain circumstances, a shelf registration statement covering resales of the Notes).
The Company intends to use the net proceeds from the offering of the additional 2046 Notes to make payments to Danaher as consideration for the contribution of assets to the Company by Danaher in connection with the separation, and to pay related fees and expenses and for general corporate purposes.
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.
Copies of the press releases announcing the offering and the pricing of the Notes are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Exhibit Description |
|
99.1 | Press Release of Fortive Corporation, dated June 9, 2016 | |
99.2 | Press Release of Fortive Corporation, dated June 9, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FORTIVE CORPORATION | ||
By: | /s/ Daniel B. Kim |
|
Name: | Daniel B. Kim | |
Title: | Associate General Counsel and Assistant Secretary |
Date: June 9, 2016
EXHIBIT INDEX
Exhibit Number |
Exhibit Description |
|
99.1 | Press Release of Fortive Corporation, dated June 9, 2016 | |
99.2 | Press Release of Fortive Corporation, dated June 9, 2016 |