What is the total amount raised by Thermo Fisher Scientific in this offering, and what are the key terms of the notes?

Thermo Fisher Scientific raised approximately $3.76 billion in net proceeds from the public offering. The offering consists of four series of senior notes: $1,000,000,000 aggregate principal amount of 4.215% Senior Notes due 2031, $750,000,000 aggregate principal amount of 4.550% Senior Notes due 2033, $1,300,000,000 aggregate principal amount of 4.902% Senior Notes due 2036, and $750,000,000 aggregate principal amount of 5.546% Senior Notes due 2046.

What is the intended use of the proceeds from this note offering?

The company expects to use the net proceeds of approximately $3.76 billion primarily to pay a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc. Pending the completion of the Clario Acquisition, the proceeds may be used for general corporate purposes, which could include other acquisitions, repayment or refinancing of debt, working capital, capital expenditures, or the repurchase of outstanding equity securities. The company may also temporarily invest the proceeds in short-term, liquid investments.

What is the seniority and security of these new notes?

The notes are general unsecured obligations of Thermo Fisher Scientific. They rank equally in right of payment with the company's existing and any future unsecured and unsubordinated indebtedness. They are effectively subordinated to any future secured indebtedness of the company to the extent of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities of its subsidiaries.

What are the key covenants and protections for noteholders outlined in the filing?

The indenture contains limited affirmative and negative covenants. The negative covenants restrict the company and its subsidiaries from incurring debt secured by liens on Principal Properties or capital stock of subsidiaries owning Principal Properties, and limit sale and lease-back transactions involving Principal Properties. The indenture also restricts the company's ability to merge, consolidate, or sell substantially all of its assets. Furthermore, upon certain change of control events coupled with a rating downgrade, the company may be required to offer to repurchase the notes at 101% of their principal amount.

TMO 8-K: Material Agreements

01—Abstract

Summary

Summary of the 8-K filed February 12, 2026. Cited figures are marked; the original filing is the authoritative source.

Thermo Fisher Scientific Inc. (TMO) has announced the successful completion of a significant public offering of senior notes, raising approximately $3.76 billion^a in net proceeds.

This capital infusion comprises four tranches of notes with varying interest rates and maturity dates, ranging from 2031 to 2046. The primary stated purpose of this offering is to fund a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc., underscoring the company's strategic growth initiatives. While the acquisition of Clario is subject to customary closing conditions and regulatory approvals, TMO has outlined plans for the proceeds.

Pending the acquisition's completion, a portion of the funds may be allocated to general corporate purposes, including potential future acquisitions, debt repayment, working capital, capital expenditures, or share repurchases. The notes are unsecured general obligations of the company and rank equally with existing unsecured and unsubordinated debt. The filing also details provisions related to early redemption, change of control scenarios, and standard covenants limiting certain secured debt and major asset dispositions.

02—Key points

Key Highlights

Thermo Fisher Scientific Inc. (TMO) raised approximately $3.76 billion in net proceeds from a public offering of senior notes.
The offering includes $1 billion of 4.215% Senior Notes due 2031, $750 million of 4.550% Senior Notes due 2033, $1.3 billion of 4.902% Senior Notes due 2036, and $750 million of 5.546% Senior Notes due 2046.
The primary use of proceeds is to fund a portion of the cash consideration for the acquisition of Clario Holdings, Inc.
Pending the Clario acquisition, proceeds may be used for general corporate purposes, including other acquisitions, debt refinancing, working capital, capital expenditures, or share repurchases.
The notes are general unsecured obligations of the company and rank equally with existing unsecured and unsubordinated indebtedness.
The indenture includes provisions for early redemption of the notes, as well as a change of control provision that may trigger a repurchase offer under specific conditions.
The offering was conducted under a registration statement on Form S-3ASR and involved several major underwriters.

03—Questions

Frequently Asked Questions

What is the total amount raised by Thermo Fisher Scientific in this offering, and what are the key terms of the notes?
Thermo Fisher Scientific raised approximately $3.76 billion in net proceeds from the public offering. The offering consists of four series of senior notes: $1,000,000,000 aggregate principal amount of 4.215% Senior Notes due 2031, $750,000,000 aggregate principal amount of 4.550% Senior Notes due 2033, $1,300,000,000 aggregate principal amount of 4.902% Senior Notes due 2036, and $750,000,000 aggregate principal amount of 5.546% Senior Notes due 2046.
What is the intended use of the proceeds from this note offering?
The company expects to use the net proceeds of approximately $3.76 billion primarily to pay a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc. Pending the completion of the Clario Acquisition, the proceeds may be used for general corporate purposes, which could include other acquisitions, repayment or refinancing of debt, working capital, capital expenditures, or the repurchase of outstanding equity securities. The company may also temporarily invest the proceeds in short-term, liquid investments.
What is the seniority and security of these new notes?
The notes are general unsecured obligations of Thermo Fisher Scientific. They rank equally in right of payment with the company's existing and any future unsecured and unsubordinated indebtedness. They are effectively subordinated to any future secured indebtedness of the company to the extent of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities of its subsidiaries.
What are the key covenants and protections for noteholders outlined in the filing?
The indenture contains limited affirmative and negative covenants. The negative covenants restrict the company and its subsidiaries from incurring debt secured by liens on Principal Properties or capital stock of subsidiaries owning Principal Properties, and limit sale and lease-back transactions involving Principal Properties. The indenture also restricts the company's ability to merge, consolidate, or sell substantially all of its assets. Furthermore, upon certain change of control events coupled with a rating downgrade, the company may be required to offer to repurchase the notes at 101% of their principal amount.

04—Continue

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