8-KCorporate ChangesOther EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Bylaw Amendment (Nov 16, 2015)

Filed November 16, 2015For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on November 16, 2015, primarily to report on two key corporate actions. Firstly, the company filed a Certificate of Elimination to remove 40,000 shares of unissued Series B Junior Participating Preferred Stock. This action was a procedural step following the expiration of the company's shareholder rights agreement in September 2015. The elimination returns these shares to the status of authorized but unissued preferred stock, with no specific series designation. This move is administrative and does not impact the company's common stock. Secondly, and of greater financial significance for investors, Thermo Fisher announced an Underwriting Agreement for the issuance and sale of €425,000,000 in aggregate principal amount of 1.500% Senior Notes due 2020. The net proceeds from this offering are expected to be approximately €422.57 million. A significant portion of these proceeds is earmarked for the redemption of $400 million in 3.50% senior notes due 2016, issued by its subsidiary Life Technologies Corporation, which mature in January 2016. The remaining funds will be used for general corporate purposes.

Key Highlights

  • 1Thermo Fisher Scientific filed a Certificate of Elimination to remove 40,000 shares of Series B Junior Participating Preferred Stock.
  • 2This action is a procedural follow-up to the expiration of the company's shareholder rights agreement in September 2015.
  • 3The Series B Preferred Stock will revert to authorized but unissued preferred stock status.
  • 4The company entered into an Underwriting Agreement to issue €425 million of 1.500% Senior Notes due 2020.
  • 5Net proceeds from the new note issuance are expected to be approximately €422.57 million.
  • 6A portion of the proceeds will be used to redeem $400 million of 3.50% senior notes due 2016 from its subsidiary, Life Technologies Corporation.
  • 7Remaining proceeds are allocated for general corporate purposes.

Frequently Asked Questions

The Certificate of Elimination was filed to remove 40,000 authorized but unissued shares of Series B Junior Participating Preferred Stock. This action is administrative and was taken because the company's shareholder rights agreement, which created these preferred shares, expired in September 2015.

Thermo Fisher is issuing €425,000,000 in aggregate principal amount of 1.500% Senior Notes due 2020.

The company expects to use a portion of the net proceeds to redeem its $400 million 3.50% senior notes due 2016 (issued by Life Technologies Corporation) and the remainder for general corporate purposes.

The elimination of the preferred stock is an administrative action and will not affect the company's common stock. The new senior notes are debt instruments and do not directly impact the common stock shares themselves, although they alter the company's debt structure.