Item 1.01. Entry into a Material Definitive Agreement.
On October 18, 2021, Thermo Fisher Scientific (Finance I) B.V. ("Thermo Fisher
International"), an indirect, wholly-owned finance subsidiary of Thermo Fisher
Scientific Inc. (the "Company"), issued €1,750,000,000 aggregate principal
amount of 0.800% Senior Notes due 2030 (the "2030 Notes"), €1,500,000,000
aggregate principal amount of 1.125% Senior Notes due 2033 (the "2033 Notes"),
€1,250,000,000 aggregate principal amount of 1.625% Senior Notes due 2041 (the
"2041 Notes") and €750,000,000 aggregate principal amount of 2.000% Senior Notes
due 2051 (the "2051 Notes", and, together with the 2030 Notes, the 2033 Notes
and the 2041 Notes, the "Notes") in a public offering (the "Offering") pursuant
to a registration statement on Form S-3 (File No. 333-229951) 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 Company has fully and unconditionally guaranteed the Notes on a
senior unsecured basis (the "Guarantee" and, together with the Notes, the
"Securities").
The Securities were issued under an indenture, dated as of August 9, 2016 (the
"Base Indenture"), and the Third Supplemental Indenture, dated as of October 18,
2021 (the "Supplemental Indenture" and, together with the Base Indenture, the
"Indenture"), among Thermo Fisher International, as issuer, the Company, as
guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.
Prior to July 18, 2030, in the case of the 2030 Notes, July 18, 2033, in the
case of the 2033 Notes, April 18, 2041, in the case of the 2041 Notes and
April 18, 2051, in the case of the 2051 Notes (each such date, a "Par Call
Date"), Thermo Fisher International may redeem the Notes of any such series, 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 (not including any
portion of the payments of interest accrued but unpaid as of the date of
redemption and assuming that such Notes to be redeemed matured on their
applicable Par Call Date), discounted to the date of redemption on an annual
basis (ACTUAL/ACTUAL (ICMA)), using a discount rate equal to the Comparable Bond
Rate (as defined in the Indenture) plus 20 basis points, in the case of the 2030
Notes, 20 basis points, in the case of the 2033 Notes, 25 basis points, in the
case of the 2041 Notes and 30 basis points, in the case of the 2051 Notes, plus
in each case, accrued and unpaid interest on the Notes being redeemed, if any,
to, but excluding, the date of redemption.
In addition, on and after the applicable Par Call Date, the Company may redeem
the Notes of any series, 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.
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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 Moody's Investors Service, Inc., S&P Global Ratings, a
division of S&P Global, Inc., and Fitch Ratings Limited, Thermo Fisher
International 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 accrued and unpaid interest, if any, to, but excluding, the date of
repurchase.
The Notes are general unsecured obligations of Thermo Fisher International. The
Notes rank equally in right of payment with existing and any future unsecured
and unsubordinated indebtedness of Thermo Fisher International and rank senior
in right of payment to any existing and future indebtedness of Thermo Fisher
International that is subordinated to the Notes. The Notes are also effectively
subordinated to any existing and future secured indebtedness of Thermo Fisher
International 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 Guarantee is a general unsecured obligation of the Company. The Guarantee
ranks 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 Guarantee. The Guarantee is also effectively subordinated to
any existing and future secured indebtedness of the Company to the extent of the
assets securing such indebtedness, and is structurally subordinated to all
existing and any future indebtedness and any other liabilities of its
subsidiaries (other than, with respect to Thermo Fisher International, the
Notes).
The Indenture contains limited affirmative and negative covenants of the Company
and Thermo Fisher International. 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 Company's
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 each of the Company and Thermo Fisher International
to merge or consolidate or sell all or substantially all of their respective
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 Thermo Fisher International under the Notes may
be accelerated, in which case the entire principal amount of the Notes would be
immediately due and payable.
Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to the Company and
Thermo Fisher International, has issued an opinion to the Company and Thermo
Fisher International, dated October 18, 2021, regarding the legality of the
Securities, and Linklaters LLP, Dutch counsel to Thermo Fisher International,
has issued an opinion to Thermo Fisher International, dated October 18, 2021,
regarding the Notes. Copies of these opinions are filed as Exhibits 5.1 and 5.2
hereto, respectively.
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 each of the Base Indenture and the Supplemental Indenture, which are
filed with this report as Exhibits 4.1 and 4.2 hereto, respectively. Each of the
foregoing documents is incorporated herein by reference.
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Item 8.01. Other Events.
The sale of the Securities was made pursuant to the terms of an Underwriting
Agreement, dated October 6, 2021 (the "Underwriting Agreement"), among Thermo
Fisher International, as issuer, the Company, as parent guarantor, and Barclays
Bank PLC, Morgan Stanley Europe SE, BofA Securities Europe SA, Citigroup Global
Markets Europe AG and Mizuho Securities Europe GmbH as lead managers of the
several underwriters named in Schedule A to the Underwriting Agreement.
The Company expects that the net proceeds from the sale of the Notes will be
approximately €5.18 billion, after deducting underwriting discounts and
estimated offering expenses. The Company intends to use the net proceeds of the
Offering to pay a portion of the cash consideration payable for the previously
announced acquisition of PPD, Inc (the "PPD Acquisition"). The PPD Acquisition
is subject to the satisfaction of customary closing conditions, including the
receipt of applicable regulatory approvals. Pending completion of the PPD
Acquisition, the Company may also determine to use a portion of the net proceeds
of the Offering for general corporate purposes, which may include the
acquisition of companies or businesses, repayment and refinancing of debt,
working capital and capital expenditures or the repurchase of its outstanding
equity securities or the Company may temporarily invest the net proceeds in
short-term, liquid investments until they are used for their ultimate purpose.
The foregoing description is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed with this report as Exhibit
1.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated October 6, 2021, among Thermo
Fisher International, as issuer, the Company, as parent
guarantor, Barclays Bank PLC, Morgan Stanley Europe SE, BofA
Securities Europe SA, Citigroup Global Markets Europe AG and
Mizuho Securities Europe GmbH and the several other underwriters
named in Schedule A of the Underwriting Agreement.
4.1 Indenture, dated as of August 9, 2016, among Thermo Fisher
International, as issuer, the Company, as guarantor, and The Bank
of New York Mellon Trust Company, N.A., as trustee (filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
August 9, 2016 File No. 1-8002 and incorporated in this document
by reference).
4.2 Third Supplemental Indenture, dated as of October 18, 2021,
among Thermo Fisher International, as issuer, the Company, as
guarantor, and The Bank of New York Mellon Trust Company, N.A.,
as trustee.
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
5.2 Opinion of Linklaters LLP.
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained
in Exhibit 5.1 above).
23.2 Consent of Linklaters LLP (contained in Exhibit 5.2 above).
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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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 the Company's intended use of proceeds and the PPD Acquisition.
Additional important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements are set forth
in the Company's Annual Report on Form 10-K for the year ended December 31, 2020
and the Company's Quarterly Report on Form 10-Q for the quarters ended April 3,
2021 and July 3, 2021, each of which is on file with the U.S. Securities and
Exchange Commission ("SEC") and available in the "Investors" section of the
Company's website, ir.thermofisher.com, under the heading "SEC Filings," and in
any subsequent Quarterly Reports on Form 10-Q and other documents the Company
files with the SEC. While the Company may elect to update forward-looking
statements at some point in the future, the Company specifically disclaims any
obligation to do so, even if estimates change and, therefore, you should not
rely on these forward-looking statements as representing the Company's views as
of any date subsequent to the date of this communication.
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