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): November 30, 2015
Thermo Fisher Scientific Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-8002 | 04-2209186 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
81 Wyman Street Waltham, Massachusetts | 02451 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 622-1000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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)) |
| Item 8.01. | Other Events. |
On November 30, 2015, Thermo Fisher Scientific Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., J.P. Morgan Securities LLC and Mizuho Securities USA Inc., as representatives of the several underwriters named in the Underwriting Agreement, for the issuance and sale by the Company of $450,000,000 aggregate principal amount of 2.150% Senior Notes due 2018 and $350,000,000 aggregate principal amount of 3.650 % Senior Notes due 2025 (together, the “Notes”) in a public offering pursuant to a registration statement on Form S-3 (File No. 333-187080) and a related preliminary prospectus supplement and final prospectus supplement filed with the Securities and Exchange Commission (the “Offering”).
The Company expects that the net proceeds from the sale of the Notes will be approximately $794.0 million after deducting underwriting discounts and estimated offering expenses. The Company intends to use the anticipated net proceeds of the Offering to redeem a portion of the outstanding $900 million aggregate principal amount of the Company’s 3.20% senior notes due 2016 that mature on March 1, 2016, all of which will be redeemed on December 15, 2015.
The Notes will be issued pursuant to an indenture (the “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 Eleventh Supplemental Indenture, to be dated as of December 9, 2015, 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
See Exhibit Index attached hereto.
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 hereunto duly authorized.
| THERMO FISHER SCIENTIFIC INC. | ||||||
| Date: December 1, 2015 | By: | /s/ Seth H. Hoogasian | ||||
Name: Seth H. Hoogasian Title: Senior Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 30, 2015, among the Company and Goldman, Sachs & Co., J.P. Morgan Securities LLC and Mizuho Securities USA Inc. as representatives of the several underwriters named in the Underwriting Agreement. | |