On May 12, 2020 Danaher Corporation (NYSE: DHR) ("Danaher") reported that it has closed concurrent offerings of 9,509,203 shares of common stock at a price to the public of $163.00 per share and 1,717,500 shares of 5.00% Series B Mandatory Convertible Preferred Stock at a price to the public of $1,000 per share (the "offerings") (Press release, Danaher, MAY 12, 2020, View Source [SID1234557623]). These offerings were made by means of separate prospectus supplements and were not contingent on each other. The shares of Series B Mandatory Convertible Preferred Stock sold include 167,500 shares issued pursuant to the exercise in full of the separate option granted to the underwriters in the Series B Mandatory Convertible Preferred Stock offering to purchase additional shares. The option granted to the underwriters to purchase an additional 1,426,379 shares of common stock in the common stock offering was exercised in full on May 12, 2020 and is anticipated to close on or about May 14, 2020.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

The net proceeds from the common stock offering and the Series B Mandatory Convertible Preferred Stock offering were approximately $1.50 billion and $1.67 billion, respectively, which includes the proceeds of the exercise in full of the underwriters’ option to purchase additional Series B Mandatory Convertible Preferred Stock, in each case after deducting issuance costs and discounts. The net proceeds from the closing of the option to purchase the additional 1,426,379 shares is anticipated to be approximately $225.5 million.

Danaher anticipates using the net proceeds for general corporate purposes, which may include, without limitation and in our sole discretion, funding potential future acquisitions and investments, working capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of outstanding indebtedness, refinancing of outstanding capital securities, share repurchases (including, but not limited to, repurchases of our common stock), dividends and satisfaction of other obligations.

Goldman Sachs & Co. LLC, J.P. Morgan, Citigroup and Evercore acted as representatives of the underwriters and joint book-running managers for the offerings. Credit Suisse also served as a joint book-running manager for the offerings and BTIG, COMMERZBANK, Mizuho Securities, MUFG, Raymond James, RBC Capital Markets, Scotiabank, SMBC, TD Securities, US Bancorp and Wells Fargo Securities served as co-managers for the offerings.

The offerings were made pursuant to an effective shelf registration statement on file with the U.S. Securities and Exchange Commission. Each offering was made only by means of a prospectus supplement relating to such offering and the accompanying base prospectus. An electronic copy of each prospectus supplement, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of each prospectus supplement and accompanying prospectus relating to either offering can be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, Telephone: 1-866-471-2526, Email: [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204, Email: [email protected]; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Telephone: 1-800-831-9146; and Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 36th Floor, New York, NY 10055, Telephone: 888-474-0200, Email: [email protected].

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the common stock, the Series B Mandatory Convertible Preferred Stock or any other securities, nor shall there be any offer, solicitation or sale of any security mentioned in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.