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.

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