UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2019
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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| Delaware | | 1-8002 | | 04-2209186 |
| (State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value | | TMO | | New York Stock Exchange |
| Floating Rate Notes due 2020 | | TMO /20A | | New York Stock Exchange |
| 1.500% Notes due 2020 | | TMO 20A | | New York Stock Exchange |
| 2.150% Notes due 2022 | | TMO 22A | | New York Stock Exchange |
| 0.750% Notes due 2024 | | TMO 24A | | New York Stock Exchange |
| 2.000% Notes due 2025 | | TMO 25 | | New York Stock Exchange |
| 1.400% Notes due 2026 | | TMO 26A | | New York Stock Exchange |
| 1.450% Notes due 2027 | | TMO 27 | | New York Stock Exchange |
| 1.375% Notes due 2028 | | TMO 28 | | New York Stock Exchange |
| 1.950% Notes due 2029 | | TMO 29 | | New York Stock Exchange |
| 2.875% Notes due 2037 | | TMO 37 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
THERMO FISHER SCIENTIFIC INC.
On September 12, 2019, Thermo Fisher Scientific Inc. (the “Company”) notified the holders of its 4.700% Senior Notes due 2020 (the “2020 Notes”) and its 3.150% Senior Notes due 2023 (the “2023 Notes” and, together with the 2020 Notes, the “Notes”) that it will redeem all of its $300,000,000 aggregate principal amount of the 2020 Notes and $800,000,000 aggregate principal amount of the 2023 Notes, in each case, on September 27, 2019 (the “Redemption Date”). The 2020 Notes will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the 2020 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the 2020 Notes to be redeemed discounted to the Redemption Date on a semi-annual basis at a comparable treasury rate plus 15 basis points, plus accrued and unpaid interest on the 2020 Notes to be redeemed, if any, to, but excluding, the redemption date. The 2023 Notes will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the 2023 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of the 2023 Notes to be redeemed discounted to the Redemption Date on a semi-annual basis at a comparable treasury rate plus 25 basis points, plus accrued and unpaid interest on the 2023 Notes to be redeemed, if any, to, but excluding, the redemption date.
The Company expects to finance the redemptions through the issuance of new debt.
THERMO FISHER SCIENTIFIC INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | THERMO FISHER SCIENTIFIC INC. |
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| Date: | September 12, 2019 | By: | /s/ Michael A. Boxer |
| | | | Michael A. Boxer |
| | | | Senior Vice President and General Counsel |
