8-KMaterial AgreementsExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Mar 26, 2020)

Filed March 26, 2020For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced on March 25, 2020, the successful completion of a public offering of senior notes, raising approximately $2.2 billion in aggregate principal amount. The offering comprised $1.1 billion of 4.133% Senior Notes due 2025 and $1.1 billion of 4.497% Senior Notes due 2030. These proceeds are primarily earmarked to fund a portion of the acquisition of QIAGEN N.V., including QIAGEN's indebtedness, with any remaining funds for general corporate purposes. This debt issuance is a significant step in the company's strategy to expand its business through strategic acquisitions, aiming to enhance its market position and offerings. The issuance of these notes provides Thermo Fisher with substantial capital to pursue its strategic growth initiatives, specifically the acquisition of QIAGEN. Investors should note the details of the notes, including their interest rates, maturity dates, and redemption provisions. The unsecured nature of these notes means they are subordinate to secured debt and structurally subordinate to subsidiary debt. The company has entered into an Underwriting Agreement with several major financial institutions, and the issuance is governed by an Indenture and a Supplemental Indenture.

Key Highlights

  • 1Thermo Fisher Scientific Inc. raised approximately $2.2 billion through the issuance of 4.133% Senior Notes due 2025 and 4.497% Senior Notes due 2030.
  • 2The primary use of proceeds is to fund a portion of the acquisition of QIAGEN N.V., including repayment of QIAGEN's indebtedness.
  • 3The notes are general unsecured obligations, ranking equally with existing and future unsecured and unsubordinated indebtedness.
  • 4The notes are effectively subordinated to secured indebtedness and structurally subordinated to subsidiary indebtedness.
  • 5The company may redeem the notes under specific conditions, including at par value after the applicable Par Call Date.
  • 6A change of control coupled with a credit rating downgrade by two agencies may trigger a mandatory purchase offer at 101% of the principal amount.
  • 7Limited affirmative and negative covenants are included in the Indenture, restricting certain debt incurrence with liens and sale-leaseback transactions.

Frequently Asked Questions

Thermo Fisher Scientific Inc. expects to receive approximately $2.18 billion in net proceeds from the offering after deducting underwriting discounts and estimated expenses. The aggregate principal amount of the Notes issued was $2.2 billion ($1.1 billion for the 2025 Notes and $1.1 billion for the 2030 Notes).

The net proceeds are intended to be used, along with cash on hand, to pay a portion of the consideration for the previously announced acquisition of QIAGEN N.V., including the repayment of QIAGEN's indebtedness. Any remaining proceeds will be used for general corporate purposes.

The offering consists of $1.1 billion of 4.133% Senior Notes due March 25, 2025, and $1.1 billion of 4.497% Senior Notes due March 25, 2030. Interest is payable semi-annually in arrears on March 25 and September 25, commencing September 25, 2020. The notes are general unsecured obligations.

If a change of control event occurs and the Notes are downgraded below investment grade by at least two of the major rating agencies (Moody's, S&P, or Fitch), the Company will be required to offer to purchase the Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.