8-KOther EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Corporate Update (Nov 13, 2009)

Filed November 13, 2009For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced a significant debt refinancing initiative on November 13, 2009. The company is issuing $750 million in new senior notes, split between $350 million of 2.15% senior notes due 2012 and $400 million of 3.25% senior notes due 2014. These notes are being placed privately under Rule 144A and Regulation S, with an expected closing date of November 20, 2009. The primary purpose of this debt issuance is to refinance existing obligations. Specifically, TMO intends to use the proceeds to fund a cash tender offer for all of its outstanding 2.50% Convertible Senior Notes due 2023 and to redeem its 63/4% Senior Subordinated Notes due 2014. This strategic move aims to optimize the company's capital structure and potentially reduce borrowing costs.

Key Highlights

  • 1Thermo Fisher Scientific is issuing $750 million in new senior notes to refinance existing debt.
  • 2The new notes consist of $350 million of 2.15% notes due 2012 and $400 million of 3.25% notes due 2014.
  • 3The offering is being conducted as a private placement under Rule 144A and Regulation S.
  • 4Proceeds will be used to fund a tender offer for all outstanding 2.50% Convertible Senior Notes due 2023.
  • 5The company will also redeem all outstanding 63/4% Senior Subordinated Notes due 2014.
  • 6The company plans to enter into interest rate swaps to convert the fixed rates on the new notes to floating rates based on LIBOR.
  • 7The tender offer for convertible notes expires on December 17, 2009, with a cash purchase price dependent on the Average VWAP of TMO's common stock.

Frequently Asked Questions

Thermo Fisher Scientific is issuing a total of $750,000,000 aggregate principal amount of new senior notes, comprising $350,000,000 of 2.15% senior notes due 2012 and $400,000,000 of 3.25% senior notes due 2014.

The net proceeds from the offering will be used to refinance certain outstanding indebtedness. Specifically, the company plans to fund a cash tender offer for its 2.50% Convertible Senior Notes due 2023 and to redeem its 63/4% Senior Subordinated Notes due 2014. Any remaining proceeds will be used for general corporate purposes.

Thermo Fisher Scientific intends to enter into interest rate swaps. These swaps will effectively convert the fixed interest rates on the new notes to floating rates, linked to 3-month LIBOR plus a specified basis point spread (42 bps for 2012 notes and 72 bps for 2014 notes).

The tender offer allows holders of the 2.50% Convertible Senior Notes due 2023 to sell their notes for cash. The purchase price will be based on the Average VWAP of Thermo Fisher Scientific's common stock over a 21-day period ending on the Expiration Date (December 17, 2009), plus a fixed cash amount and accrued interest. A minimum purchase price of $1,474.8020 per $1,000 principal amount is guaranteed.