8-KOther EventsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Corporate Update (Sep 25, 2019)

Filed September 25, 2019For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on September 24, 2019, a significant debt financing initiative involving the issuance of both Euro-denominated and US Dollar-denominated senior notes. The company entered into underwriting agreements to sell a substantial aggregate principal amount of senior notes across various maturities and interest rates. This move is primarily aimed at refinancing existing debt, including the redemption of specific senior notes due in 2020 and 2023, as well as a larger redemption of approximately $4.5 billion in senior notes issued by the company and its subsidiaries, notably Life Technologies Corporation. Investors should note the aggregate principal amount of the offerings totals approximately €4.33 billion and $890.68 million in net proceeds. The redemption plans include the early retirement of significant amounts of 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021. This debt restructuring indicates a proactive approach by Thermo Fisher to manage its capital structure, potentially optimizing its interest expense and extending its debt maturity profile.

Key Highlights

  • 1Thermo Fisher Scientific Inc. issued a substantial amount of Euro Senior Notes (€4.525 billion aggregate principal amount) and US Dollar Senior Notes ($900 million aggregate principal amount).
  • 2The proceeds from these offerings are intended to fund the redemption of existing senior notes with higher interest rates, including $300 million of 4.70% Senior Notes due 2020 and $800 million of 3.15% Senior Notes due 2023.
  • 3A significant portion of the proceeds will be used to redeem approximately $4.5 billion of outstanding senior notes, including all 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 issued by subsidiary Life Technologies Corporation.
  • 4The Euro Notes have varying coupon rates ranging from 0.125% to 1.875% and maturities from 2025 to 2049.
  • 5The US Notes carry a coupon rate of 2.600% and mature in 2029.
  • 6The offerings were conducted under an effective registration statement on Form S-3 filed with the SEC.
  • 7This transaction represents a proactive debt management strategy by Thermo Fisher to optimize its capital structure and potentially reduce future interest expenses.

Frequently Asked Questions

The primary purpose is to refinance existing debt. The net proceeds are intended to fund the redemption of existing senior notes that have higher interest rates and earlier maturity dates, including significant redemptions of notes issued by Thermo Fisher and its subsidiary Life Technologies Corporation.

Thermo Fisher is issuing approximately €4.525 billion in Euro Senior Notes and $900 million in US Dollar Senior Notes. The expected net proceeds are approximately €4.33 billion from the Euro Notes and $890.68 million from the US Notes, after deducting underwriting discounts and expenses.

The proceeds will be used to redeem $300 million of 4.70% Senior Notes due 2020 and $800 million of 3.15% Senior Notes due 2023. Additionally, approximately $4.5 billion of outstanding senior notes will be redeemed, including all of the 6.00% Senior Notes due 2020 and 5.00% Senior Notes due 2021 issued by its subsidiary Life Technologies Corporation.

The Euro Notes have coupon rates ranging from 0.125% to 1.875% and maturities from 2025 to 2049. The US Notes have a coupon rate of 2.600% and mature in 2029.