UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
i THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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i Delaware
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i 04-2209186
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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i 168 Third Avenue
i Waltham, i Massachusetts
i 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( i 781) i 622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see General Instruction A.2.
below):
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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i Common Stock, $1.00 par value
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i TMO |
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i New York Stock Exchange
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| i 0.750% Notes due 2024 |
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i TMO 24A
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i New York Stock Exchange
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i 0.125% Notes due 2025
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i TMO 25B
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i New York Stock Exchange
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i 2.000% Notes due 2025
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i TMO 25
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i New York Stock Exchange
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| i 1.400% Notes due 2026 |
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i TMO 26A
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i New York Stock Exchange
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i 1.450% Notes due 2027
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i TMO 27
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i New York Stock Exchange
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i 1.750% Notes due 2027
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i TMO 27B
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i New York Stock Exchange
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i 0.500% Notes due 2028
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i TMO 28A
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i New York Stock Exchange
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i 1.375% Notes due 2028
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i TMO 28
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i New York Stock Exchange
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i 1.950% Notes due 2029
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i TMO 29
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i New York Stock Exchange
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i 0.875% Notes due 2031
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i TMO 31
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i New York Stock Exchange
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i 2.375% Notes due 2032
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i TMO 32
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i New York Stock Exchange
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i 2.875% Notes due 2037
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i TMO 37
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i New York Stock Exchange
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i 1.500% Notes due 2039
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i TMO 39
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i New York Stock Exchange
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i 1.875% Notes due 2049
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i TMO 49
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i New York Stock Exchange
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
i ☐ Emerging growth company
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 1.01. Entry into a Material Definitive Agreement.
Euro Offering
On
November 21, 2022, Thermo Fisher Scientific Inc. (the
“Company”) issued €500,000,000 aggregate principal amount of 3.200% Senior Notes due 2026 (the
“2026 Notes”) and €750,000,000 aggregate principal amount of 3.650%
Senior Notes due 2034 (the
“2034 Notes”, and, together with the 2026 Notes, the
“Euro Notes”) in a public offering (the
“Euro Offering”) pursuant to a registration statement on Form S-3 (File No.
333-263034) and a preliminary prospectus supplement
and prospectus supplement related to the offering of the Euro Notes, each as
previously filed with the Securities and Exchange Commission (the
“SEC”).
The Euro Notes were issued under an
indenture, dated as of
November 20, 2009 (the
“Base Indenture”), and the Twenty-Fifth Supplemental
Indenture, dated as of
November 21, 2022 (the
“Euro Supplemental Indenture” and,
together with the Base
Indenture, the
“Euro Indenture”), between
the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”).
The 2026 Notes will mature on
January 21, 2026 and the 2034 Notes will mature on
November 21, 2034. Interest on the 2026 Notes will be paid annually in arrears on January 21 of each year, commencing on
January 21, 2023,
and interest on the 2034 Notes will be paid annually in arrears on November 21 of each year, commencing on
November 21, 2023.
Prior to
December 21, 2025, in the case of the 2026 Notes, and
August 21, 2034, in the case of the 2034 Notes (each such date, a
“Euro Par Call Date”),
the Company may redeem either series of Euro Notes, in whole at any
time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Euro Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in
respect of the Euro Notes being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such notes to be redeemed matured on their applicable Euro Par Call Date), discounted to
the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), using a discount rate equal to the Comparable Bond Rate (as defined in the Euro
Indenture) plus 20 basis points, in the case of the 2026 Notes, and 25 basis points, in the case of the
2034 Notes, plus, in each case, accrued and unpaid interest on the Euro Notes being redeemed, if any, to, but excluding, the date of redemption.
In addition, on and after the applicable Euro Par Call Date,
the Company may redeem some or all of the Euro Notes at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding the date of redemption.
Upon the occurrence of a change of control (as defined in the Euro
Indenture) of
the Company and a contemporaneous downgrade of the Euro Notes below an investment grade rating by at least two of Moody’s Investors
Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., and Fitch Ratings, Limited,
the Company will, in certain circumstances, be required to make an offer to purchase the Euro Notes at a price equal to 101% of the principal
amount of the Euro Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.
The Euro Notes are general unsecured obligations of
the Company. The Euro Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of
the Company and rank senior in
right of payment to any existing and future indebtedness of
the Company that is subordinated to the Euro Notes. The Euro Notes are also effectively subordinated to any existing and future secured indebtedness of
the Company to the extent of the
assets securing such indebtedness, and are structurally subordinated to all existing and any future indebtedness and any other liabilities of its
subsidiaries.
The Euro
Indenture contains limited affirmative and negative covenants. The negative covenants restrict the ability of
the Company and its
subsidiaries to incur debt secured by liens on Principal Properties (as defined
in the Euro
Indenture) or on shares of stock of
the Company’s Principal
Subsidiaries (as defined in the Euro
Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The Euro
Indenture also limits the ability
of
the Company to merge or consolidate or sell all or substantially all of its assets.
Upon the occurrence of an event of default under the Euro
Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and
failure to pay certain indebtedness, the obligations of
the Company under the Euro Notes may be accelerated, in which case the entire principal amount of the Euro Notes would be immediately due and payable.
The foregoing description is qualified in its entirety by reference to the full text of the Base
Indenture and the Euro Supplemental
Indenture, which are filed with this report as Exhibits 4.1 and 4.2 hereto,
respectively. Each of the foregoing documents is
incorporated herein by reference.
USD Offering
On
November 21, 2022,
the Company issued $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2027 (the
“2027 Notes”) and $600,000,000 aggregate principal amount of 4.950% Senior Notes due 2032 (the
“2032
Notes” and, together with the 2027 Notes, the
“USD Notes”) in a public offering (the
“USD Offering”) pursuant to a registration statement on Form S-3 (File No.
333-263034) and a preliminary prospectus supplement and prospectus supplement related to
the offering of the USD Notes, each as
previously filed with the SEC.
The 2027 Notes will mature on
November 21, 2027, and the 2032 Notes will mature on
November 21, 2032. Interest on the USD Notes will be paid semi-annually in arrears on May 21 and November 21 of each year, commencing on
May 21, 2023.
Prior to
October 21, 2027, in the case of the 2027 Notes, and
August 21, 2032, in the case of the 2032 Notes (each, a
“USD Par Call Date”),
the Company may redeem either series of USD Notes, in whole at any time or in
part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the USD Notes of such series to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest
in respect of the USD Notes of such series being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such USD Notes to be redeemed matured on their applicable USD Par Call
Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the USD
Indenture) plus 15 basis points, in the case of the 2027 Notes, and 20 basis points, in
the case of the 2032 Notes, plus, in each case, accrued and unpaid interest on the USD Notes of such series being redeemed, if any, to, but excluding, the date of redemption.
In addition, on and after the applicable USD Par Call Date,
the Company may redeem some or all of the USD Notes at a redemption price equal to 100% of the principal amount of the USD Notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding the date of redemption.
Upon the occurrence of a change of control (as defined in the USD
Indenture) of
the Company and a contemporaneous downgrade of the USD Notes below an investment grade rating by at least two of Moody’s Investors Service,
Inc., S&P Global Ratings, a division of S&P Global, Inc., and Fitch Ratings, Limited,
the Company will, in certain circumstances, be required to make an offer to purchase the USD Notes at a price equal to 101% of the principal amount of the
USD Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.
The USD Notes are general unsecured obligations of
the Company. The USD Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of
the Company and rank senior in
right of payment to any existing and future indebtedness of
the Company that is subordinated to the USD Notes. The USD Notes are also effectively subordinated to any existing and future secured indebtedness of
the Company to the extent of the assets
securing such indebtedness, and are structurally subordinated to all existing and any future indebtedness and any other liabilities of its
subsidiaries.
The USD
Indenture contains limited affirmative and negative covenants. The negative covenants restrict the ability of
the Company and its
subsidiaries to incur debt secured by liens on Principal Properties (as defined in
the USD
Indenture) or on shares of stock of
the Company’s Principal
Subsidiaries (as defined in the USD
Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The USD
Indenture also limits the ability of the
Company to merge or consolidate or sell all or substantially all of its assets.
Upon the occurrence of an event of default under the USD
Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and
failure to pay certain indebtedness, the obligations of
the Company under the USD Notes may be accelerated, in which case the entire principal amount of the USD Notes would be immediately due and payable.
The foregoing description is qualified in its entirety by reference to the full text of the Base
Indenture and the USD Supplemental
Indenture, which are filed with this report as Exhibits 4.1 and 4.3 hereto,
respectively. Each of the foregoing documents is
incorporated herein by reference.
Item 8.01. Other Events.
Euro Offering
The Company expects that the net proceeds from the sale of the Euro Notes will be approximately €1.24 billion, after deducting underwriting discounts and estimated offering expenses.
The Company intends to use the net
proceeds of the Euro Offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures or the repurchase of its outstanding equity
securities or
the Company may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose.
USD Offering
The Company expects that the net proceeds from the sale of the USD Notes will be approximately $1.19 billion, after deducting underwriting discounts and estimated offering expenses.
The Company intends to use the net
proceeds of the USD Offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures or the repurchase of its outstanding equity
securities or
the Company may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose. Effective upon the closing date of the USD Offering,
the Company entered into $1.2 billion of Japanese
yen cross currency swaps.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above).
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.2 above).
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Cover Page Interactive Data File (embedded with the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THERMO FISHER SCIENTIFIC INC.
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Date:
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By:
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Senior Vice President and General Counsel
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