Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On September 19, 2016, Thermo Fisher
Scientific Inc., a Delaware corporation (the
Company
), issued $1,200,000,000 aggregate principal amount of 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 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 Fourteenth Supplemental Indenture, dated as of September 19,
2016 (the
Supplemental Indenture
and, together with the Base Indenture, the
Indenture
), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The sale of the Notes was made
pursuant to the terms of an Underwriting Agreement, dated September 14, 2016 (the
Underwriting Agreement
), 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. The Underwriting Agreement was separately filed with the SEC on September 15, 2016 as Exhibit 1.1 to the Companys Current Report on Form 8-K.
The Notes will mature on September 19, 2026. Interest on the Notes will accrue at the rate of 2.950% per annum. Interest on the
Notes will be paid semi-annually in arrears on each March 19 and September 19, commencing on March 19, 2017, to the persons in whose names the Notes are registered in the security register on the fifteenth calendar day, whether or not
a business day, prior to the applicable interest payment date.
Prior to June 19, 2026 (three months prior to their maturity), the
Company may redeem at its option the 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 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 being redeemed that would be due if such Notes matured on June 19, 2026 (three months prior to their maturity) but for the redemption (not including any
portion of the payments of interest accrued but unpaid as of the date of redemption) discounted on a semi-annual basis (assuming a 360-day year of twelve 30-day months), using a discount rate equal to the Treasury Rate (as defined in the Indenture)
plus 25 basis points, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In addition, on and after
June 19, 2026 (three months prior to their maturity), the Company will have the option to redeem the Notes, in whole at any time or in part from time to time, 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 Moodys 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 will 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 and commitments (including trade
payables and lease obligations) of its subsidiaries, to the extent of the assets of such 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 Companys 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.
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.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated September 19, 2016,
regarding the legality of the Notes. A copy of this opinion is filed as Exhibit 5.1 hereto.
The foregoing description of certain of the
terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which was filed with the SEC on November 20, 2009 as Exhibit 99.1 to the Companys Current Report
on Form 8-K, the Supplemental Indenture, which is filed with this report as Exhibit 4.2, and the Form of Note (included in Exhibit 4.2). Each of the foregoing documents is incorporated herein by reference.