8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Nov 24, 2015)

Filed November 24, 2015For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on November 24, 2015, reporting the issuance of €425,000,000 in aggregate principal amount of 1.500% Senior Notes due 2020. This offering was conducted under a previously filed registration statement and prospectus. The company has applied to list these notes on the New York Stock Exchange (NYSE). The proceeds from this issuance are intended to be used for specific purposes, notably to redeem all outstanding $400 million of 3.50% senior notes due 2016 issued by its subsidiary, Life Technologies Corporation. Any remaining proceeds will be allocated to general corporate purposes. The notes are general unsecured obligations, subject to certain subordination and change of control provisions, and are governed by an indenture that includes limited affirmative and negative covenants.

Key Highlights

  • 1Thermo Fisher Scientific Inc. issued €425 million of 1.500% Senior Notes due 2020.
  • 2The offering was conducted via a public offering under a Form S-3 registration statement.
  • 3The company intends to list the new notes on the New York Stock Exchange (NYSE).
  • 4Proceeds will be used to redeem the outstanding $400 million of 3.50% senior notes due 2016 from subsidiary Life Technologies Corporation.
  • 5The notes are general unsecured obligations and are effectively subordinated to secured indebtedness.
  • 6A change of control event coupled with a downgrade to below investment grade by two rating agencies triggers a mandatory repurchase offer at 101% of principal.
  • 7The indenture includes covenants restricting the incurrence of secured debt, sale-leaseback transactions, and significant asset sales.

Frequently Asked Questions

The primary purpose is to redeem the entire $400 million of outstanding 3.50% senior notes due 2016 issued by its subsidiary, Life Technologies Corporation. Any remaining funds will be used for general corporate purposes.

The notes have a principal amount of €425,000,000, a coupon rate of 1.500% per annum, and mature on December 1, 2020. Interest is paid annually on December 1, starting in 2016.

Yes, the company can redeem the notes at its option under specific conditions. Prior to September 1, 2020, redemption is based on present value calculations plus a spread. On or after September 1, 2020, redemption is at 100% of principal. Additionally, a change of control event combined with a below-investment-grade rating downgrade by two agencies triggers a mandatory offer to repurchase the notes at 101% of the principal amount.

The notes are general unsecured obligations of the company. They are effectively subordinated to any secured indebtedness to the extent of the collateral securing it, and structurally subordinated to liabilities of subsidiaries. They are equal in priority to other existing and future unsecured and unsubordinated indebtedness.