8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Sep 12, 2016)

Filed September 12, 2016For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on September 12, 2016, the issuance of €1,000,000,000 in 0.750% Senior Notes due 2024 and €600,000,000 in 1.375% Senior Notes due 2028. These notes were issued in a public offering and are intended to finance a portion of the company's anticipated acquisition of FEI Company, a transaction valued at approximately $4.2 billion and expected to close by year-end 2016. The issuance of these senior notes represents a significant capital raise for Thermo Fisher, indicating the company's strategic move to fund a major acquisition. Investors should note the specific interest rates and maturity dates of the new debt, as well as the company's stated intention for the use of proceeds. The notes are unsecured obligations and rank equally with existing unsecured debt, but are effectively subordinated to secured debt and structurally subordinated to subsidiary debt.

Key Highlights

  • 1Thermo Fisher Scientific issued €1.6 billion in aggregate principal amount of senior notes: €1 billion in 0.750% notes due 2024 and €600 million in 1.375% notes due 2028.
  • 2The net proceeds from the note issuance are expected to be approximately €1.58 billion after expenses.
  • 3Proceeds are earmarked to finance a portion of the acquisition of FEI Company, a transaction valued at approximately $4.2 billion.
  • 4The acquisition of FEI Company is anticipated to close by December 31, 2016, subject to customary closing conditions and regulatory approvals.
  • 5The notes are general unsecured obligations of Thermo Fisher Scientific.
  • 6The notes are effectively subordinated to any secured indebtedness and structurally subordinated to the indebtedness of subsidiaries.
  • 7The company has applied to list the notes on the New York Stock Exchange (NYSE).

Frequently Asked Questions

The primary purpose of issuing these senior notes is to finance a portion of the estimated $4.2 billion purchase price for Thermo Fisher Scientific's acquisition of FEI Company and to cover associated costs. The acquisition is expected to close by December 31, 2016.

Thermo Fisher issued €1,000,000,000 of 0.750% Senior Notes due 2024 and €600,000,000 of 1.375% Senior Notes due 2028. Interest is paid annually, and the notes are general unsecured obligations.

These notes are general unsecured obligations and rank equally with existing and future unsecured and unsubordinated indebtedness. However, they are effectively subordinated to any secured indebtedness of the company and structurally subordinated to all indebtedness and liabilities of its subsidiaries.

Thermo Fisher Scientific expects the acquisition of FEI Company to close by December 31, 2016, provided that customary closing conditions and applicable regulatory approvals are met.