Danaher Corporation completed a major euro-denominated debt offering to help finance its proposed acquisition of Masimo Corporation. The company issued €500 million of Floating Rate Senior Notes due 2028, €750 million of 3.250% Senior Notes due 2030, €750 million of 3.625% Senior Notes due 2034 and €1.0 billion of 4.000% Senior Notes due 2038.
Danaher received net proceeds of approximately €2.98 billion, which it plans to use primarily to pay a portion of the cash consideration and related costs for the Masimo acquisition, with any remainder available for general corporate purposes. The fixed-rate notes include a special mandatory redemption at 101% of principal plus interest if the Masimo deal is not completed under the merger agreement timeline, and investors also receive a 101% change-of-control repurchase right. The notes are unsecured senior obligations and include covenants limiting certain liens, sale-leasebacks and major structural transactions.
Danaher Corporation director Raymond C. Stevens received a compensation-related grant of phantom shares under the company’s Non-Employee Directors Deferred Compensation Plan. On the transaction date, 199.2600 phantom shares were credited based on a reference price of $177.2500 per share of Danaher common stock.
Following this award, Stevens holds a total of 7,246.2860 phantom shares. Under the plan, deferred director fees and dividend accruals are converted into notional shares, which later convert into Danaher common stock on a one-for-one basis upon distribution. The reporting person is fully vested in all deferred amounts.
Danaher director Shane A. Sanders received a grant of 231.809 phantom shares linked to Danaher common stock at a reference price of $177.25 per share. This award comes through the company’s Non-Employee Directors Deferred Compensation Plan.
After this grant, Sanders holds 2,952.088 phantom shares, which are fully vested and convert into Danaher common stock on a one-for-one basis when distributed, providing additional equity-based compensation rather than an open-market stock purchase.
Danaher director Teri List received a grant of 17.248 phantom shares on the company’s non-employee director deferred compensation plan. The grant value was based on Danaher’s $177.25 closing stock price on the transaction date. After this award, List holds 7,660.399 phantom shares directly.
Under the plan, deferred cash director fees and dividend accruals are converted into notional shares using the quarter’s closing stock price. Upon distribution, these phantom shares convert into Danaher common stock on a one-for-one basis, and the reporting person is fully vested in all deferred amounts.
Danaher director Elias A. Zerhouni received a grant of phantom shares as part of deferred board compensation. On the reported date, 259.718 phantom shares tied to Danaher common stock were credited to his account at a reference price of $177.25 per share under the Non-Employee Directors Deferred Compensation Plan.
These phantom shares are fully vested, accrue dividends within the plan, and will convert into Danaher common stock on a one-for-one basis upon distribution. Following this grant, Zerhouni holds a total of 18,472.282 phantom shares directly under the plan.
Danaher director Linda Filler received a grant of 20.121 phantom shares on a deferred basis under the Non-Employee Directors Deferred Compensation Plan. The award was valued using a reference price of $177.25 per share and increased her total phantom share balance to 8,936.403, which will convert into common stock one-for-one upon distribution.
Danaher director Alan G. Spoon acquired 252.322 phantom shares as deferred compensation. These units were credited at a reference price of $177.25 per share under Danaher’s Non-Employee Directors Deferred Compensation Plan, which converts deferred cash fees into notional stock-based units.
Following this grant, Spoon is credited with a total of 30,812.689 phantom shares. According to the plan, these phantom shares are fully vested and will convert one-for-one into Danaher common stock upon distribution, rather than representing an open-market stock purchase.
Danaher director Feroz Dewan reported a compensation-related award of 187.894 phantom shares on Danaher common stock. The grant was valued using a reference price of $177.25 per share, bringing his total phantom share balance to 2,198.606 under the company’s non-employee directors deferred compensation plan.
These phantom shares are bookkeeping entries tied to deferred cash director fees and dividend accruals, and are designed to mirror Danaher’s stock performance. According to the plan terms, the phantom shares are fully vested and will convert into an equal number of Danaher common shares on a one-for-one basis when distributions occur.
Danaher Corporation is offering €3,000,000,000 of senior notes across four series: €500,000,000 floating rate due April 29, 2028, €750,000,000 3.250% due April 29, 2030, €750,000,000 3.625% due April 29, 2034 and €1,000,000,000 4.000% due April 29, 2038.
The net proceeds of approximately €2.98 billion are intended to fund a portion of the cash consideration and related costs for Danaher’s proposed acquisition of Masimo; the offering is not conditioned on closing the acquisition. If the Masimo acquisition is not consummated on or prior to the Outside Date (November 16, 2026) or the merger agreement is terminated earlier, Danaher must redeem the fixed rate notes at 101% of principal on a special mandatory redemption date, plus accrued interest.
Danaher Corporation is offering multiple euro-denominated senior note series, including a floating-rate tranche and several fixed-rate tranches, to fund a portion of the proposed acquisition of Masimo Corporation. The prospectus supplement ties the fixed-rate notes to a special mandatory redemption if the Masimo merger is not consummated by the specified Outside Date.
The offering proceeds are intended to pay part of the cash consideration and costs for the Masimo Acquisition, which Danaher announced at $180 per share representing approximately $9.9 billion enterprise value. The fixed rate notes are subject to optional redemption provisions, change-of-control repurchase rights and certain structural and currency risks described herein.