Thermo Fisher Scientific (TMO) Enters Sale Agreement for Net EUR 1.58B of Notes

September 8, 2016 4:23 PM EDT

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Thermo Fisher Scientific (NYSE: TMO) disclosed the following in a U.S. SEC filing on Thursday:

Item 8.01. Other Events.

On September 7, 2016, Thermo Fisher Scientific Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc, Barclays Bank PLC, Mizuho International plc, Morgan Stanley & Co. International plc and the several other underwriters named in the Underwriting Agreement, for the issuance and sale by the Company of €1,000,000,000 aggregate principal amount of its 0.750% Senior Notes due 2024 (the “2024 Notes”) and €600,000,000 aggregate principal amount of its 1.375% Senior Notes due 2028 (the “2028 Notes” and together with the 2024 Notes, the “Notes”) in a public offering pursuant 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 September 7, 2016.

The Company expects that the net proceeds from the sale of the Notes will be approximately €1.58 billion after deducting underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds of the offering to finance a portion of the estimated $4.2 billion purchase price for the Company’s acquisition of FEI Company (the “FEI Acquisition”) and to pay certain associated costs. The FEI Acquisition is expected to close by December 31, 2016, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals.

The Notes will be issued pursuant to an indenture, dated as of November 20, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Thirteenth Supplemental Indenture, to be dated as of September 12, 2016, 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.

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