Item 1.01. Entry into a Material Definitive Agreement.
On January 7, 2022, Thermo Fisher Scientific Inc. (the "Company") entered into a
new $5.0 billion unsecured five-year revolving credit facility (the "Credit
Facility") pursuant to a Credit Agreement (the "Credit Agreement"), among the
Company, certain Subsidiaries of the Company from time to time party thereto as
Designated Borrowers, Bank of America, N.A., as Administrative Agent and a
syndicate of lenders from time to time party thereto. The Credit Facility
replaces the Company's existing $3.0 billion unsecured five-year revolving
credit facility under that certain Credit Agreement dated December 4, 2020,
among the Company, certain Subsidiaries of the Company from time to time party
thereto as Designated Borrowers, Bank of America, N.A., as Administrative Agent
and a syndicate of lenders from time to time party thereto, which terminated
upon effectiveness of the Credit Facility. Capitalized terms used in this
Form 8-K and not defined herein shall have the meanings ascribed to them in the
Credit Agreement, which is attached to this Form 8-K as Exhibit 10.1.
The Credit Facility expires, and any amounts outstanding thereunder will become
due and payable, on January 7, 2027, subject to unlimited one-year extensions at
the request of the Company and with the consent of the lenders. The Credit
Facility also contains an expansion option permitting the Company to request
increases of up to an aggregate additional $1.0 billion from lenders that elect
to make such increase available, upon the satisfaction of certain conditions.
The proceeds of the Loans under the Credit Facility may be used for working
capital purposes, capital expenditures, acquisitions, repurchases of stock,
debentures and other securities, the refinancing of present and future debt and
other general corporate purposes. The Company expects to limit borrowings under
the Credit Facility to amounts that would leave sufficient borrowing capacity
under the CP Program (as defined below) so that it could borrow, if needed, to
repay all of the outstanding CP Notes as they mature. If no Default or Event of
Default has occurred, (i) each Term SOFR Loan, Alternative Currency Daily Rate
Loan, and Alternative Currency Term Rate Loan (including each Swing Line Loan
denominated in Euros), shall bear interest on the outstanding principal amount
thereof for each Interest Period at a variable rate per annum equal to Term
SOFR, the relevant Alternative Currency Daily Rate or the relevant Alternative
Currency Term Rate, respectively, for such Interest Period plus a margin of
0.795% to 1.300% based on the Company's long-term debt credit ratings and
(ii) each Base Rate Committed Loan (including each Swing Line Loan denominated
in Dollars) shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a variable rate per annum equal to the Base
Rate plus a margin of 0.000% to 0.300% based on the Company's long-term debt
credit rating. In addition, the Company has agreed to pay a facility fee equal
to a variable rate between 0.080% and 0.200% per year based on the Company's
long-term debt credit rating times the actual daily amount of the Commitments,
regardless of usage, quarterly in arrears on the last business day of each
March, June, September and December, commencing with the first such date to
occur after the Closing Date.
The Company has unconditionally and irrevocably guaranteed the obligations of
each of its subsidiaries in the event a subsidiary is named a borrower under the
Credit Facility. The Credit Agreement contains customary conditions precedent,
representations and warranties, affirmative and negative covenants, events of
default and indemnities. The negative covenants include restrictions on liens
and fundamental changes. These covenants are subject to a number of important
exceptions and qualifications. The Credit Agreement also requires a minimum
consolidated net interest coverage ratio of 3.5 to 1.0 as at the last day of any
fiscal quarter. Certain changes of control with respect to the Company would
constitute an event of default under the Credit Facility. Upon the occurrence
and during the continuance of an event of default, the lenders may declare the
outstanding advances and all other obligations under the Credit Facility
immediately due and payable. Borrowings under the Credit Facility are prepayable
at the Company's option in whole or in part without premium or penalty.
The foregoing description of the Credit Agreement is only a summary of the
parties' rights under such agreement and is qualified in its entirety by
reference to the full text of the Credit Agreement (including exhibits), which
is filed as Exhibit 10.1 and incorporated by reference herein.
In the ordinary course of business, certain of the lenders under the Credit
Agreement and their affiliates have provided, and may in the future provide,
investment banking, commercial banking, cash management, foreign exchange or
other financial services to the Company for which they have received
compensation and may receive compensation in the future.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 is incorporated by reference
into this Item 1.02.
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 8.01. Other Events.
On or about January 10, 2022, the Company intends to increase the size of its
U.S. commercial paper program (the "USCP Program") and its euro-commercial paper
programme (the "ECP Program" and together with the USCP Program, the "CP
Program") to permit the issuance of commercial paper notes ("CP Notes") under
the CP Program in an aggregate principal amount not to exceed $5 billion (or its
equivalent in alternative currencies) outstanding at any time. Prior to this
increase, the USCP Program permitted the Company to issue commercial paper notes
in an aggregate principal amount not to exceed $1.5 billion at any time
outstanding and the ECP Program permitted the Company to issue commercial paper
notes in an aggregate principal amount not to exceed €1.5 billion at any time
outstanding. Under the USCP Program, maturities may not exceed 397 days from the
date of issue and are denominated in U.S. dollars. Under the ECP Program,
maturities may not exceed 183 days and may be denominated in euro, U.S. dollars,
Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other
currencies. CP Notes are issued at a discount from par (or premium to par, in
the case of negative interest rates), or, alternatively, are sold at par and
bear varying interest rates on a fixed or floating basis.
From time to time, the commercial paper dealers and certain of their affiliates
under the CP Program have provided, and may in the future provide, commercial
banking, investment banking and other financial advisory services to the Company
and its affiliates for which the Dealers have received or will receive customary
fees and expenses.
The CP Notes will not be registered under the Securities Act or state securities
laws. The CP Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state laws. The information contained in this
Current Report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.
Exhibit Description
Number
10.1 Credit Agreement, dated January 7, 2022, among Thermo Fisher
Scientific Inc., certain Subsidiaries of Thermo Fisher Scientific Inc.
from time to time party thereto, Bank of America, N.A., as
Administrative Agent and each lender from time to time party
thereto.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
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