DHR · Danaher Corporation

Danaher Corporation completed a €3 billion Euro-denominated senior notes offering on April 29, 2026, comprising a mix of floating rate and fixed rate tranches maturing between 2028 and 2038. This financing directly supports the proposed acquisition of Masimo Corporation under a Merger Agreement dated February 17, 2026, with net proceeds of €2.98 billion allocated primarily to the cash consideration and related costs, providing a key funding pillar for the deal. The notes feature optional redemption provisions for fixed rate series prior to par call dates at a make-whole premium (plus 10bps for 2030 Notes, 15bps for 2034 and 2038 Notes) and at par thereafter, alongside a special mandatory redemption at 101% if the Masimo Acquisition fails to close by November 16, 2026, or the merger agreement terminates. Holders also benefit from a change of control put at 101% upon a triggering event. As general unsecured obligations ranking pari passu with existing senior debt, the issuance expands Danaher's indebtedness while adhering to standard indenture covenants restricting secured debt, sale-leasebacks, and fundamental changes. This transaction underscores Danaher's commitment to the strategic Masimo deal, tying financing terms explicitly to acquisition success and exposing investors to execution risk.