Current Report Filing (8-k)
September 15 2016 - 4:10PM
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): September 14, 2016
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Thermo Fisher Scientific Inc.
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(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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168 Third Avenue
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
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 September 14, 2016, Thermo Fisher Scientific Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters
named in Schedule A thereto, for the issuance and sale by the Company of $1,200,000,000 aggregate principal amount of its 2.950% Senior Notes due 2026 (the Notes) in a public offering pursuant to a registration statement on Form S-3, as
amended by the Post-Effective Amendment No.1 thereto (File No. 333-209867), and a related preliminary prospectus supplement filed with the Securities and Exchange Commission on September 14, 2016.
The Company expects that the net proceeds from the sale of the Notes will be approximately $1.18 billion after deducting the underwriting
discount and estimated offering expenses. The Company intends to use a portion of the net proceeds of the offering to redeem all of the outstanding $900 million aggregate principal amount of the Companys 1.30% senior notes due 2017, which
mature on February 1, 2017. The Company intends to use the remaining net proceeds for general corporate purposes, which may include, without limitation, the repayment, redemption or refinancing of indebtedness, capital expenditures, funding of
possible acquisitions, working capital, satisfaction of other obligations or the repurchase of its outstanding equity securities.
The
Notes will be issued pursuant to an 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 Fourteenth Supplemental Indenture, to
be dated as of September 19, 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. Financial Statements and Exhibits.
(d)
Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: September 15, 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 September 14, 2016, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule A
thereto.
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