Item 1.01. Entry into a Material Definitive Agreement.
On
The Securities were issued under an indenture, dated as of
The Floating Rate Notes will mature on
Prior to
In addition, on and after
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
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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
The Indenture contains limited affirmative and negative covenants of the Company
and
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 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.
Item 7.01 Regulation FD Disclosure.
On
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Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the 2030 Notes to be redeemed discounted to the Redemption Date on a semi-annual basis at a comparable treasury rate plus 50 basis points, plus accrued and unpaid interest on the 2030 Notes to be redeemed, if any, to, but excluding, the Redemption Date.
The Company intends to fund the aggregate redemption price of approximately
Item 8.01. Other Events.
The sale of the Securities was made pursuant to the terms of an Underwriting
Agreement, dated
The Company expects that the net proceeds from the sale of the Floating Rate Notes and the 2023 Notes will be approximately €2.25 billion, after deducting underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the sale of the Floating Rate Notes and the 2023 Notes to pay a portion of the cash consideration payable for the or the previously announced acquisition of PPD, Inc. ("PPD"). The Company may also determine to use a portion of the net proceeds from the sale of the Floating Rate Notes and the 2023 Notes for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, including debt of PPD, 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 Company estimate that the net proceeds from the sale of the Sustainability Notes will be approximately €546.6 million after deducting the underwriting discounts and estimated offering expenses. The Company intends to allocate an amount equal to the net proceeds from the sale of the Sustainability Notes to finance or refinance, in whole or in part, certain green or social eligible projects. Pending allocation to eligible green or social eligible projects, such net proceeds may be temporarily invested in cash, cash equivalents, short-term investments, or used to repay other borrowings.
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, datedNovember 9, 2021 , amongThermo 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 andMizuho Securities Europe GmbH and the several other underwriters named in Schedule A of the Underwriting Agreement. 4.1 Indenture, dated as ofAugust 9, 2016 , amongThermo Fisher International , as issuer, the Company, as guarantor, andThe 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 filedAugust 9, 2016 File No. 1-8002 and incorporated in this document by reference). 4.2 Fourth Supplemental Indenture, dated as ofNovember 18, 2021 , amongThermo Fisher International , as issuer, the Company, as guarantor, andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 5.1 Opinion ofWilmer Cutler Pickering Hale and Dorr LLP . 5.2 Opinion ofLinklaters LLP . 23.1 Consent ofWilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). 23.2 Consent ofLinklaters LLP (contained in Exhibit 5.2 above). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
Cautionary Statement Regarding 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,
the Company's statements about its sustainability objectives, goals and
commitments, intended use of proceeds and the acquisition of PPD. Important
factors that could cause actual results to differ materially from those
indicated by forward-looking statements include risks and uncertainties relating
to: the duration and severity of the COVID-19 pandemic; the need to develop new
products and adapt to significant technological change; implementation of
strategies for improving growth; general economic conditions and related
uncertainties; dependence on customers' capital spending policies and government
funding policies; the effect of economic and political conditions and exchange
rate fluctuations on international operations; use and protection of
intellectual property; the effect of changes in governmental regulations; any
natural disaster, public health crisis or other catastrophic event; and the
effect of laws and regulations governing government contracts, as well as the
possibility that expected benefits related to recent or pending acquisitions,
including the Company's pending acquisition of PPD, may not materialize as
expected. 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
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