Summary
Thermo Fisher Scientific Inc. (TMO) filed an 8-K on November 20, 2009, to report the entry into a material definitive agreement concerning the issuance and sale of new senior notes. The company issued $350 million in 2.15% Senior Notes due 2012 and $400 million in 3.25% Senior Notes due 2014. These notes were issued through a private placement to qualified institutional buyers and were governed by an indenture with The Bank of New York Mellon Trust Company, N.A. The proceeds from these new notes are intended to refinance existing debt. Specifically, the company plans to redeem $300 million of its 6.75% Senior Subordinated Notes due 2014 and fund a tender offer to repurchase $295.4 million of its 2.5% Convertible Senior Notes due 2023. Any remaining proceeds will be used for general corporate purposes. The filing also details the terms of the notes, including maturity dates, interest rates, redemption provisions, and covenants, as well as a registration rights agreement for the new notes.
Key Highlights
- 1Thermo Fisher Scientific issued $750 million in aggregate principal amount of new senior notes: $350 million of 2.15% Senior Notes due 2012 and $400 million of 3.25% Senior Notes due 2014.
- 2The notes were issued via a private placement under Rule 144A to qualified institutional buyers.
- 3Proceeds will be used to redeem $300 million of 6.75% Senior Subordinated Notes due 2014.
- 4Proceeds will also fund a tender offer to repurchase $295.4 million of 2.5% Convertible Senior Notes due 2023.
- 5The Indenture contains covenants restricting the company's ability to incur secured debt, engage in sale-leaseback transactions, and sell substantially all assets.
- 6A change of control provision requires a purchase offer to noteholders at 101% of principal if accompanied by a rating downgrade.
- 7A Registration Rights Agreement mandates the filing of a registration statement for an exchange offer within 150 days, with potential for additional interest payments if deadlines are missed.