8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Apr 13, 2016)

Filed April 13, 2016For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on April 13, 2016, the issuance of $1,000,000,000 in aggregate principal amount of 3.000% Senior Notes due 2023. This debt offering was conducted through a public offering and is governed by an indenture, as supplemented by a Twelfth Supplemental Indenture. The company intends to use the net proceeds, approximately $986.8 million after expenses, along with cash on hand, to redeem its outstanding $1.0 billion of 2.250% senior notes due 2016, which are scheduled for redemption on April 19, 2016. These new senior notes are general unsecured obligations of the company and are subject to certain subordination provisions. The indenture includes covenants that restrict the company and its subsidiaries from incurring certain secured debt, engaging in specific sale and lease-back transactions, and selling all or substantially all of its assets. The notes mature on April 15, 2023, and carry a coupon of 3.000% per annum, with semi-annual interest payments.

Key Highlights

  • 1Issuance of $1 billion in 3.000% Senior Notes due 2023.
  • 2Net proceeds of approximately $986.8 million are expected.
  • 3Proceeds will be used to redeem $1 billion of 2.250% senior notes due 2016.
  • 4The new notes are unsecured general obligations of Thermo Fisher Scientific.
  • 5The notes mature on April 15, 2023.
  • 6Interest rate on the new notes is 3.000% per annum, paid semi-annually.
  • 7Covenants restrict certain secured debt, sale-leaseback transactions, and asset sales.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement related to Thermo Fisher Scientific's issuance of $1 billion in new senior notes and its plan to use the proceeds to redeem existing senior notes.

Thermo Fisher Scientific issued $1,000,000,000 in aggregate principal amount of 3.000% Senior Notes due 2023. The notes mature on April 15, 2023, and bear interest at a rate of 3.000% per annum, payable semi-annually.

The net proceeds, estimated at approximately $986.8 million, will be used in conjunction with cash on hand to redeem the company's outstanding $1.0 billion of 2.250% senior notes due 2016 on April 19, 2016.

The new notes are general unsecured obligations of Thermo Fisher Scientific. They are subordinated to secured debt and structurally subordinated to subsidiary liabilities. The indenture includes covenants that limit the company's ability to incur certain secured debt, engage in specific sale and lease-back transactions, and sell substantially all of its assets. A change of control event coupled with a credit rating downgrade could trigger a mandatory repurchase offer.