THERMO FISHER SCIENTIFIC Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes are subject to a Paying Agency Agreement (the "Paying Agency
Agreement"), dated as of
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The 2027 Notes will mature on
Prior to
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
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
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 will be approximately €1.18 billion from the Offering, after deducting underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds of the Offering (together with cash on hand) to pay a portion of the consideration for the previously announced acquisition of QIAGEN N.V., a public limited liability company organized under
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the laws of
The foregoing description of the Underwriting Agreement and 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 each of the Underwriting Agreement, the Base Indenture and the Supplemental Indenture, which are filed with this report as Exhibits 1.1, 4.1 and 4.2 hereto, respectively. Each of the foregoing documents is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Amendment of By-Laws
On
• clarify the calling and conduct of, and participation in, stockholder
meetings, including by providing explicit provisions regarding the use of
remote communication in connection with a meeting (Article I, Sections
1-4, 7-8 and 12);
• revise the stockholder voting standard to default in certain situations to
the rules and regulations of any stock exchange applicable to the Company,
or any law or regulation applicable to the Company or its securities
(Article I, Section 5); and
• update and revise the existing provisions regarding notice by stockholders
of nominations and proposals, including certain information required to be
provided in such notice (Article I, Section 9).
The amendments to the By-Laws also include procedural, conforming and clarifying changes, including changes to conform to current provisions of the Delaware General Corporation Law, and eliminate provisions that have become obsolete due to the passage of time (Article I, Sections 1-5, 8-9 and 11, Article II, Sections 2-3, 5-6, and 11-12, Article III, Sections 2 and 4, Article IV, Section 1, Article V, Sections 1, 3-4 and 9, Article VI, Sections 2 and 3). The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the By-Laws, as amended, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
(b) No change has been made to the Company's fiscal year.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedMarch 30, 2020 , among the Company, as issuer, andJ.P. Morgan Securities plc ,Morgan Stanley & Co. International plc,Merrill Lynch International and Citigroup Global Markets Limited and the several other underwriters named in Schedule A of the Underwriting Agreement.
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3.1 Amended and Restated By-Laws of the Registrant, as amended and
effective as of March 30, 2020 .
4.1 Indenture, dated as of November 20, 2009 , between the Company, as
issuer, and The Bank of New York Mellon Trust Company, N.A. , as
trustee (filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K filed November 20, 2009 [File No. 1-8002] and incorporated in
this document by reference).
4.2 Twenty-First Supplemental Indenture, dated as of April 2, 2020 ,
between the Company, as issuer, and The Bank of New York Mellon Trust
Company, N.A. , as trustee.
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP .
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in
Exhibit 5.1 above).
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
Forward-Looking Statements
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
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