TMO Thermo Fisher Scientific
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2021
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:
Title of each class
Name of each exchange
on which registered
|Common Stock, $1.00 par value||TMO||New York Stock Exchange|
|0.750% Notes due 2024||TMO 24A||New York Stock Exchange|
|0.125% Notes due 2025||TMO 25B||New York Stock Exchange|
|2.000% Notes due 2025||TMO 25||New York Stock Exchange|
|1.400% Notes due 2026||TMO 26A||New York Stock Exchange|
|1.450% Notes due 2027||TMO 27||New York Stock Exchange|
|0.500% Notes due 2028||TMO 28A||New York Stock Exchange|
|1.375% Notes due 2028||TMO 28||New York Stock Exchange|
|1.950% Notes due 2029||TMO 29||New York Stock Exchange|
|0.875% Notes due 2031||TMO 31||New York Stock Exchange|
|2.375% Notes due 2032||TMO 32||New York Stock Exchange|
|2.875% Notes due 2037||TMO 37||New York Stock Exchange|
|1.500% Notes due 2039||TMO 39||New York Stock Exchange|
|1.875% Notes due 2049||TMO 49||New York Stock Exchange|
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). ☐ 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. ☐
Entry into a Material Definitive Agreement.
On August 23, 2021, Thermo Fisher Scientific Inc. (the “Company”) issued $700,000,000 aggregate principal amount of 1.750% Senior Notes due 2028 (the “2028 Notes”), $1,200,000,000 aggregate principal amount of 2.000% Senior Notes due 2031 (the “2031 Notes”) and $1,200,000,000 aggregate principal amount of 2.800% Senior Notes due 2041 (the “2041 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”) in a public offering (the “Offering”) pursuant to a registration statement on Form S-3 (File No. 333-229951) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the “SEC”).
The Notes were issued under an indenture, dated as of November 20, 2009 (the “Base Indenture”), and the Twenty-Second Supplemental Indenture, dated as of August 23, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
The 2028 Notes will mature on October 15, 2028, the 2031 Notes will mature on October 15, 2031, and the 2041 Notes will mature on October 15, 2041. Interest on the Notes will be paid semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2022.
Prior to August 15, 2028 in the case of the 2028 Notes (two months prior to their maturity), July 15, 2031 in the case of the 2031 Notes (three months prior to their maturity) and April 15, 2041 in the case of the 2041 Notes (six months prior to their maturity) (each, a “Par Call Date”), the Company may redeem each series of 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 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 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 Notes to be redeemed matured on the 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 Indenture) plus 10 basis points, in the case of the 2028 Notes, 15 basis points, in the case of the 2031 Notes, and 15 basis points, in the case of the 2041 Notes, plus, in each case, accrued and unpaid interest on the Notes of such series being redeemed, if any, to, but excluding, the date of redemption.
In addition, on and after the applicable Par Call Date, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the 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 Indenture) of the Company and a contemporaneous downgrade of the 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 Notes at a price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.
The Notes are general unsecured obligations of the Company. The 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 Notes. The 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 Indenture contains limited affirmative and negative covenants of the Company. 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 Indenture) or on shares of stock of the Company’s Principal Subsidiaries (as defined in the Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The 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 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 Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated August 23, 2021, regarding the Notes. A copy of this opinion is filed as Exhibit 5.1 hereto.
The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the 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.
The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, which the Company entered into on August 9, 2021 (the “Underwriting Agreement”), with Barclays Capital Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement.
The Company expects that the net proceeds from the sale of the Notes will be approximately $3.05 billion, after deducting underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds of the Offering to pay a portion of the cash consideration payable for the previously announced acquisition of PPD, Inc (the “PPD Acquisition”). The PPD Acquisition is subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals. Pending completion of the PPD Acquisition, the Company may also determine to use a portion of the net proceeds of the 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.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed with this report as Exhibit 1.1 hereto and is incorporated herein by reference.
Financial Statements and Exhibits.
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the Company’s intended use of proceeds and the PPD Acquisition. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarters ended April 3, 2021 and July 3, 2021, each of which is on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of the Company’s website, ir.thermofisher.com, under the heading “SEC Filings,” and in any subsequent Quarterly Reports on Form 10-Q and other documents the Company files with the SEC. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing the Company’s views as of any date subsequent to the date of this communication.
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.
|THERMO FISHER SCIENTIFIC INC.|
|Date: August 23, 2021||By:|
/s/ Michael A. Boxer
|Michael A. Boxer|
|Senior Vice President and General Counsel|