Thermo Fisher Scientific Inc. (NYSE:TMO) Files An 8-K Other EventsItem 8.01. Other Events.
On July18, 2017, Thermo Fisher Scientific Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs& Co. LLC, Merrill Lynch International, Barclays Bank PLC, HSBC Bank plc and the several other underwriters named in the Underwriting Agreement for the issuance and sale by the Company of €500million aggregate principal amount of its Floating Rate Senior Notes due 2019 (the “Floating Rate Notes”), €700million aggregate principal amount of its 1.400% Senior Notes due 2026 (the “2026 Notes”), €700million aggregate principal amount of its 1.950% Senior Notes due 2029 (the “2029 Notes”) and €700million aggregate principal amount of its 2.875% Senior Notes due 2037 (the “2037 Notes” and, together with the Floating Rate Notes, the 2026 Notes and the 2029 Notes, the “Notes”) in a public offering to a registration statement on Form S-3, as amended by the Post-Effective Amendment No. 1 thereto (File No.333-209867), and a related preliminary prospectus supplement filed with the Securities and Exchange Commission on July18, 2017.
The Company expects that the net proceeds from the sale of the Notes will be approximately €2.58 billion (approximately $2.95 billion based on the exchange rate as of July14, 2017) after deducting the underwriting discounts and estimated offering expenses. The Company intends to use all of the net proceeds of the offering to fund a portion of the consideration payable for the Company’s acquisition of Patheon N.V. (the “Patheon Acquisition”), including the repayment of indebtedness of Patheon N.V. to be assumed by the Company, which is estimated to be approximately $7.2 billion in the aggregate, and to pay certain associated costs. The Patheon Acquisition is expected to close by the end of 2017, subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an Extraordinary General Meeting of Patheon N.V.’s shareholders and completion of the Company’s tender offer to acquire all of the issued and outstanding shares of Patheon N.V.
The Notes will be issued to an indenture, dated as of November20, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Sixteenth Supplemental Indenture, to be dated as of July24, 2017, between the Company and the Trustee.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.
THERMO FISHER SCIENTIFIC INC. ExhibitEX-1.1 2 d427196dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION THERMO FISHER SCIENTIFIC INC. €500,…To view the full exhibit click here
About Thermo Fisher Scientific Inc. (NYSE:TMO)
Thermo Fisher Scientific Inc. develops, manufactures and sells a range of products. The Company is a provider of analytical instruments, equipment, reagents and consumables, software and services for research, manufacturing, analysis, discovery and diagnostics. The company operates through four segments: Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics, and Laboratory Products and Services. Through the Life Sciences Solutions segment, it provides reagents, instruments and consumables used in biological and medical research, discovery and production of new drugs and vaccines, as well as diagnosis of disease. Through the Analytical Instruments segment, it provides instruments, consumables, software and services. The Specialty Diagnostics segment offers diagnostic test kits, reagents, culture media, instruments and associated products. The Laboratory Products and Services segment offers self-manufactured and sourced products for the laboratory.
