8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Mar 16, 2017)

Filed March 16, 2017For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K on March 16, 2017, to report the issuance of €500 million in aggregate principal amount of 1.450% Senior Notes due 2027. These notes are unsecured general obligations of the company and are intended to be listed on the New York Stock Exchange. The offering was conducted under a registration statement and involves agreements with The Bank of New York Mellon and several underwriters. The primary purpose of this issuance is to refinance existing debt. The company expects to use approximately $508 million of the net proceeds to redeem its outstanding 1.850% senior notes due 2018. Any remaining proceeds will be used for general corporate purposes. This move indicates proactive debt management by Thermo Fisher Scientific, aiming to extend its debt maturity profile and potentially lower its overall interest expense.

Key Highlights

  • 1Issuance of €500 million 1.450% Senior Notes due March 16, 2027.
  • 2Net proceeds of approximately €491 million after deducting underwriting discount and expenses.
  • 3Intention to use approximately $508 million of proceeds to redeem outstanding 1.850% senior notes due 2018.
  • 4Notes are unsecured general obligations, ranking equally with existing and future unsecured and unsubordinated indebtedness.
  • 5Effectively subordinated to secured indebtedness and structurally subordinated to subsidiary indebtedness.
  • 6Contains covenants restricting the incurrence of debt secured by liens and engaging in sale and lease-back transactions.
  • 7Potential for redemption at the company's option prior to maturity, with specific terms for early redemption and change of control events.
  • 8Application made to list the Notes on the New York Stock Exchange (NYSE).

Frequently Asked Questions

The primary purpose is to refinance existing debt. Thermo Fisher Scientific intends to use a significant portion of the proceeds, approximately $508 million, to redeem its outstanding 1.850% senior notes due 2018. Any remaining funds will be allocated for general corporate purposes.

The notes have an aggregate principal amount of €500 million, bear a fixed interest rate of 1.450% per annum, and mature on March 16, 2027. Interest will be paid annually in arrears on March 16.

The notes are general unsecured obligations of Thermo Fisher Scientific. They rank equally with existing and future unsecured and unsubordinated indebtedness. However, they are effectively subordinated to any secured indebtedness and structurally subordinated to the indebtedness of subsidiaries.

Yes, Thermo Fisher Scientific has the option to redeem the notes in whole or in part prior to maturity. Specific redemption prices and conditions apply, including a redemption option on or after December 16, 2026, at 100% of the principal amount, and a change of control provision that may require a purchase offer at 101% of the principal amount under certain downgrade scenarios.