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THERMO FISHER SCIENTIFIC INC. 8-K Report, Material Agreement (Dec 1, 2025)

Filed December 1, 2025For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced the issuance of €1.0 billion in Floating Rate Senior Notes due 2027 and €1.1 billion in 3.628% Senior Notes due 2035 by its indirect wholly-owned finance subsidiary, Thermo Fisher Scientific (Finance I) B.V. The Company is fully and unconditionally guaranteeing these notes on a senior unsecured basis. This transaction represents a significant capital raise totaling approximately €2.1 billion in net proceeds after expenses. The proceeds from this offering are intended for general corporate purposes, including potential acquisitions, debt repayment, working capital needs, capital expenditures, or equity repurchases. The company may also temporarily invest these proceeds in short-term liquid investments. The issuance of these notes provides Thermo Fisher with substantial financial flexibility for strategic initiatives and operational needs.

Key Highlights

  • 1Thermo Fisher Scientific (Finance I) B.V. issued €1 billion in Floating Rate Senior Notes due 2027 and €1.1 billion in 3.628% Senior Notes due 2035.
  • 2The Company has provided a full and unconditional senior unsecured guarantee for these Notes.
  • 3The total aggregate principal amount of the Notes issued is €2.1 billion.
  • 4Net proceeds from the offering are estimated to be approximately €2.09 billion after deducting expenses.
  • 5Proceeds are earmarked for general corporate purposes, including potential acquisitions, debt refinancing, working capital, capital expenditures, or share repurchases.
  • 6The Fixed Rate Notes have a redemption feature allowing for early redemption under specific conditions, including a 'Par Call Date' and potential change of control events.
  • 7The Notes are unsecured obligations and rank equally with existing and future unsecured, unsubordinated debt of the issuer and guarantor.

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