Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on March 3, 2020, Thermo Fisher Scientific Inc.
("Thermo Fisher") obtained committed debt financing from JPMorgan Chase Bank,
N.A. and Morgan Stanley Senior Funding, Inc. in connection with its entry into a
Business Combination Agreement with QIAGEN N.V.
On April 17, 2020, Thermo Fisher Scientific Inc. entered into a Bridge Credit
Agreement, as defined and further described below, which Bridge Credit Agreement
is the definitive agreement related to the previously obtained committed debt
financing. Capitalized terms used in this Form 8-K and not defined herein shall
have the meanings ascribed to them in the Bridge Credit Agreement, which is
attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Bridge Credit Agreement
The Bridge Credit Agreement ("Bridge Credit Agreement") is a 364-day senior
unsecured bridge loan facility in the principal amount of up to €9.25 billion
(the "Bridge Commitments"), among Thermo Fisher, each lender from time to time
party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the
"Administrative Agent"). Loans under the Bridge Credit Agreement (the "Loans")
will be available in Euros to fund the purchase of equity securities of QIAGEN
N.V. ("QIAGEN") pursuant to the Business Combination Agreement, dated as of
March 3, 2020, between Thermo Fisher and QIAGEN (the "Combination Agreement")
and to pay all or a portion of the cost incurred by Thermo Fisher or any of its
subsidiaries in connection therewith. The Loans will be available in up to two
drawings as follows:
(i) the first drawing may be made on the date (the "Closing Date") (x) Thermo
Fisher or one of its subsidiaries shall have accepted all outstanding equity
interests of QIAGEN validly tendered pursuant to a public tender offer (the
"Offer") to purchase all issued ordinary shares, par value €0.01 per share, of
QIAGEN at a price of €39 per QIAGEN share in cash, without interest, and shall
have tendered payment for such equity interests in accordance with the terms of
the Combination Agreement or (y)(I) the Administrative Agent shall have received
an officer's certificate from Thermo Fisher certifying that Thermo Fisher or one
of its subsidiaries shall accept all outstanding equity interests that have been
validly tendered pursuant to the Offer and shall tender payment for such equity
interests in accordance with the terms of the Combination Agreement, in each
case, within one business day following the Closing Date and (II) Thermo Fisher
shall have caused the proceeds of the Loans to be deposited with the settlement
agent pursuant to the terms of the Offer documents or shall have made such other
arrangements reasonably satisfactory to the Administrative Agent for the payment
of the equity interests that have validly tendered pursuant to the Offer; and
(ii) the second drawing may be made at any time on or prior to the date that is
120 days after the Closing Date.
If no Default or Event of Default has occurred, (i) each Eurocurrency Rate Loan
shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the EURIBO Rate for such Interest
Period plus a margin of 0.750% to 1.375% per annum based on Thermo Fisher's Debt
Ratings and (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus a margin of 0.000% to 0.375% per annum based on
Thermo Fisher's Debt Ratings.
From June 1, 2020 and continuing through and including the earlier of (i) the
Closing Date or (ii) the date of termination of the Bridge Commitments, Thermo
Fisher shall pay a ticking fee equal to a rate between 0.070% and 0.175% per
annum based on Thermo Fisher's Debt Ratings times the actual daily aggregate
amount of the Bridge Commitments. The ticking fee is earned, due and payable on
the earlier of the (i) Closing Date and (ii) the date the Bridge Commitments are
terminated. Thermo Fisher has also agreed to pay a funding fee equal to 0.50% of
the aggregate principal amounts of the Loans funded and a duration fee on each
of the 90th, 180th and 270th day after the Closing Date in an amount equal to
0.50%, 0.75% and 1.00%, respectively, of the aggregate amount of the Loans
outstanding at the time.
The Bridge Credit Agreement contains customary representations and warranties,
as well as affirmative and negative covenants. The negative covenants include
restrictions on liens and fundamental changes. The Bridge Credit Agreement also
requires that Thermo Fisher maintain (i) a consolidated indebtedness to
consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last date of
each of the first two full fiscal quarters ended after the Closing Date, with
such ratio stepping down to 4.0 to 1.0 for the last date of each of the two
immediately following fiscal quarters, and then stepping down to 3.5 to 1.0 of
each fiscal quarter thereafter, subject to the right of Thermo Fisher to
increase such maximum consolidated leverage ratio tests in connection with
certain qualified acquisitions and (ii) a consolidated interest coverage ratio
as of the last day of any fiscal quarter of Thermo Fisher (commencing with the
first full fiscal quarter completed at the Closing Date) of at least 3.0 to 1.0.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is incorporated by reference
into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Bridge Credit Agreement, dated as of April 17, 2020, among Thermo
Fisher, each lender from time to time party thereto, and JPMorgan Chase
Bank, N.A.
10.4 Cover Page Interactive data File (embedded with the Inline XBRL
document).
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