8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Dec 9, 2015)

Filed December 9, 2015For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced the issuance of $800 million in aggregate principal amount of senior notes through a public offering. This offering comprises $450 million of 2.150% Senior Notes due 2018 and $350 million of 3.650% Senior Notes due 2025. The company expects to receive approximately $794 million in net proceeds from this issuance. The primary purpose of this debt financing is to refinance existing debt, specifically to repay a portion of the outstanding $900 million aggregate principal amount of its 3.20% senior notes due 2016, which are scheduled for redemption on December 15, 2015. These new notes are unsecured general obligations of Thermo Fisher Scientific, subject to certain subordination provisions. The indenture governing these notes includes covenants that restrict the company's ability to incur additional secured debt, engage in sale-leaseback transactions, and sell or consolidate substantially all of its assets. The company retains the option to redeem the notes under specified conditions, including a change of control event accompanied by a credit rating downgrade, which would trigger an offer to repurchase the notes at 101% of their principal amount.

Key Highlights

  • 1Issuance of $800 million in Senior Notes: $450 million due 2018 at 2.150% and $350 million due 2025 at 3.650%.
  • 2Net proceeds expected to be approximately $794 million after underwriting discounts and expenses.
  • 3Primary use of proceeds is to repay a portion of the 3.20% senior notes due March 1, 2016.
  • 4Notes are unsecured general obligations of the company.
  • 5Includes covenants restricting secured debt, sale-leaseback transactions, and asset sales.
  • 6Change of control provisions require an offer to repurchase notes at 101% under specific downgrade conditions.
  • 7The company may redeem the notes under specified terms, with differing conditions for the 2018 and 2025 notes.

Frequently Asked Questions

The primary purpose of issuing these new notes is to refinance existing debt. Thermo Fisher Scientific intends to use the net proceeds to repay a portion of its outstanding 3.20% senior notes due March 1, 2016.

The offering includes $450 million of 2.150% Senior Notes due 2018 and $350 million of 3.650% Senior Notes due 2025. Interest payments are scheduled semi-annually.

The company can redeem the 2018 Notes at any time and the 2025 Notes before September 15, 2025, under specific conditions and redemption prices. After September 15, 2025, the 2025 Notes can be redeemed at par. Additionally, a change of control event coupled with a significant credit rating downgrade may trigger an offer to repurchase the notes at 101% of their principal amount.

The new notes are general unsecured obligations of Thermo Fisher Scientific. They are effectively subordinated to any secured indebtedness of the company and structurally subordinated to liabilities of its subsidiaries.