8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Dec 11, 2013)

Filed December 11, 2013For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on December 11, 2013, a significant debt financing event through the issuance of $3.2 billion in aggregate principal amount of senior notes across four tranches with varying maturities and interest rates. The company issued $900 million in 1.30% Senior Notes due 2017, $900 million in 2.40% Senior Notes due 2019, $1 billion in 4.15% Senior Notes due 2024, and $400 million in 5.30% Senior Notes due 2044. These notes are unsecured and will mature on February 1 of their respective years. The primary purpose of this debt issuance is to fund a portion of the cash consideration for Thermo Fisher's anticipated acquisition of Life Technologies Corporation, a deal valued at approximately $13.6 billion. The net proceeds of approximately $3.17 billion are earmarked for this strategic acquisition, with potential for additional financing to cover the remaining balance. This offering demonstrates Thermo Fisher's commitment to executing its growth strategy through significant M&A activity.

Key Highlights

  • 1Thermo Fisher Scientific Inc. (TMO) issued $3.2 billion in aggregate principal amount of senior notes.
  • 2The notes are comprised of four tranches: $900M (1.30% due 2017), $900M (2.40% due 2019), $1B (4.15% due 2024), and $400M (5.30% due 2044).
  • 3The proceeds are intended to fund a portion of the $13.6 billion acquisition of Life Technologies Corporation.
  • 4The notes are general unsecured obligations and are subordinated to secured indebtedness.
  • 5A special mandatory redemption clause is triggered if the Life Technologies Acquisition is not consummated by July 14, 2014, requiring redemption at 101% of principal plus accrued interest.
  • 6The indenture contains covenants restricting the incurrence of secured debt, sale-leaseback transactions, and asset disposals.
  • 7The company may redeem notes prior to maturity under certain conditions and interest rates.

Frequently Asked Questions

The primary purpose of this debt issuance is to fund a portion of the cash consideration for Thermo Fisher Scientific's acquisition of Life Technologies Corporation. The total acquisition is valued at approximately $13.6 billion.

Thermo Fisher is issuing four series of senior notes: $900 million of 1.30% Senior Notes due 2017, $900 million of 2.40% Senior Notes due 2019, $1 billion of 4.15% Senior Notes due 2024, and $400 million of 5.30% Senior Notes due 2044. All notes bear interest semi-annually.

If the Life Technologies Acquisition is not consummated by July 14, 2014, or if the Merger Agreement is terminated, Thermo Fisher is required to redeem all of the notes. The redemption price will be 101% of the aggregate principal amount plus accrued and unpaid interest.

No, these notes are general unsecured obligations of Thermo Fisher Scientific. They are effectively subordinated to any secured indebtedness and structurally subordinated to liabilities of subsidiaries.