8-KOther EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Corporate Update (Jun 12, 2013)

Filed June 12, 2013For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on June 7, 2013, the pricing of an underwritten public offering of approximately 29.6 million shares of its common stock. The offering was structured using forward sale agreements with JPMorgan Chase Bank and Barclays Bank PLC. Notably, the underwriters exercised their over-allotment option in full on June 11, 2013. This transaction allows TMO to potentially raise capital through the future sale of these shares, with settlement expected within 14 months. The company's use of forward sale agreements means that while the shares are being sold to underwriters now, TMO's receipt of proceeds is contingent on the eventual settlement of these agreements, which could involve issuing new shares or a cash payment. This structure provides flexibility for the company. Additionally, certain officers of TMO have agreed to 60-day lock-up periods, restricting their ability to sell shares following the offering.

Key Highlights

  • 1Thermo Fisher Scientific priced a public offering of approximately 29,590,643 shares of common stock.
  • 2The offering utilized forward sale agreements with JPMorgan Chase Bank and Barclays Bank PLC.
  • 3The underwriters fully exercised their over-allotment option for the offering.
  • 4The settlement of the forward sale agreements is expected to occur within 14 months from June 6, 2013.
  • 5Thermo Fisher Scientific may receive proceeds upon settlement, with the option for cash or net share settlement.
  • 6Certain company officers are subject to 60-day lock-up agreements.

Frequently Asked Questions

This filing primarily announces the pricing and subsequent completion of an underwritten public offering of Thermo Fisher Scientific's common stock, utilizing forward sale agreements.

Thermo Fisher Scientific will not initially receive proceeds from the sale of the offered shares. Proceeds will be received upon the settlement of the forward sale agreements, which must occur no later than 14 months from June 6, 2013. The company may elect to settle with cash or shares.

Forward sale agreements involve the company agreeing to sell shares at a future date. In this case, forward purchasers borrowed shares from third parties and sold them to underwriters. Thermo Fisher Scientific will ultimately deliver shares (or equivalent value) to the forward purchasers at settlement. This structure allows TMO to receive proceeds at a later date and provides flexibility on the settlement method.

The exercise of the over-allotment option, also known as a 'greenshoe option,' by the underwriters indicates strong demand for the shares and allows them to purchase additional shares at the offering price to cover short positions created during the offering process.