Current Report Filing (8-k)
April 05 2016 - 3:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2016
Thermo Fisher Scientific Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-8002
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04-2209186
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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81 Wyman Street
Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (781) 622-1000
Not applicable
(Former
Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On April 4, 2016, Thermo Fisher Scientific Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as
representatives of the several underwriters named therein, for the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of 3.000% Senior Notes due 2023 (the Notes) in a public offering pursuant to a registration
statement on
Form S-3 (File
No. 333-209867) and a related preliminary prospectus supplement and final prospectus supplement filed with the Securities and Exchange Commission (the
Offering).
The Company expects that the net proceeds from the sale of the Notes will be approximately $986.8 million after
deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds of the Offering and cash on hand to redeem all of the outstanding $1.0 billion aggregate principal amount of the Companys 2.250%
senior notes due 2016 that mature on August 15, 2016, all of which will be redeemed on April 19, 2016.
The Notes will be issued
pursuant to an indenture (the Indenture), dated as of November 20, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the Twelfth Supplemental
Indenture, to be dated as of April 13, 2016, between the Company and the Trustee.
The above description of the Underwriting
Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
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: April 4, 2016
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By:
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/s/ Seth H. Hoogasian
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Name:
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Seth H. Hoogasian
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Title:
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Senior Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated April 4, 2016, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters
named therein.
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