8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Nov 14, 2014)

Filed November 14, 2014For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on November 14, 2014, the issuance of $800 million in aggregate principal amount of 3.300% Senior Notes due 2022. These notes were sold through a public offering under a registration statement and are governed by an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee. The primary purpose of this debt issuance is to manage the company's existing debt obligations. Specifically, Thermo Fisher intends to use the net proceeds, estimated at approximately $793.3 million after expenses, to repay outstanding indebtedness. A significant portion of this will be used to retire the $400 million of 3.25% Senior Notes maturing on November 20, 2014. The remaining proceeds may be allocated to other outstanding debts, including term loans and commercial paper.

Key Highlights

  • 1Issuance of $800 million aggregate principal amount of 3.300% Senior Notes due 2022.
  • 2Notes mature on February 15, 2022, with semi-annual interest payments starting February 15, 2015.
  • 3Net proceeds estimated at $793.3 million after underwriting discounts and expenses.
  • 4Primary use of proceeds is to repay outstanding indebtedness, including $400 million of 3.25% Senior Notes due November 20, 2014.
  • 5Company retains the option to redeem the notes under specific conditions (comparable treasury rate plus 20 basis points).
  • 6Notes are general unsecured obligations, subject to subordination to secured debt and structurally subordinated to subsidiary liabilities.
  • 7Indenture includes covenants restricting secured debt, sale-leaseback transactions, and asset sales/mergers.

Frequently Asked Questions

The primary purpose is to manage Thermo Fisher Scientific's existing debt. The company intends to use the net proceeds primarily to repay outstanding indebtedness, including the $400 million of 3.25% Senior Notes that mature on November 20, 2014.

The notes have an aggregate principal amount of $800 million, bear interest at a rate of 3.300% per annum, and mature on February 15, 2022. Interest payments are made semi-annually.

The net proceeds, estimated at approximately $793.3 million, will be used mainly to repay existing debt. This includes the maturing 3.25% Senior Notes and potentially other outstanding debts like term loans and commercial paper.

The notes are general unsecured obligations of Thermo Fisher Scientific. They are effectively subordinated to any secured indebtedness and structurally subordinated to liabilities of subsidiaries. They rank equally with other existing and future unsecured, unsubordinated debt.