Item 1.01. Entry into a Material Definitive Agreement.
On August 8, 2018, Thermo Fisher Scientific (Finance I) B.V. (“Thermo Fisher International”), an indirect, wholly-owned finance subsidiary of Thermo Fisher Scientific Inc. (the “Company”), issued €600,000,000 aggregate principal amount of Floating Rate Senior Notes due 2020 (the “Notes”), in a public offering pursuant to a registration statement on FormS-3, as amended by the Post-Effective Amendment No. 1 thereto (FileNo. 333-209867), and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the “SEC”). The Notes are subject to a Paying Agency Agreement (the “Paying Agency Agreement”) and a Calculation Agency Agreement (the “Calculation Agency Agreement”), each dated as of August 8, 2018, between Thermo Fisher International and The Bank of New York Mellon, London Branch, as paying agent and calculation agent, respectively. The Company has fully and unconditionally guaranteed the Notes on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”). The Securities were issued under an indenture, dated as of August 9, 2016 (the “Base Indenture”), and the Second Supplemental Indenture, dated as of August 8, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The sale of the Securities was made pursuant to the terms of an Underwriting Agreement, dated August 6, 2018 (the “Underwriting Agreement”), among Thermo Fisher International, as issuer, the Company, as parent guarantor, and Merrill Lynch International, as underwriter. The Underwriting Agreement was separately filed with the SEC on August 6, 2018 as Exhibit 1.1 to the Company’s Current Report on Form8-K.
The Notes will mature on August 7, 2020. Interest on the Notes will be paid quarterly in arrears on February 7, May 7, August 7 and November 7 of each year, commencing on November 7, 2018, to holders of record on the 15th calendar day, whether or not a business day, prior to the applicable interest payment date.
In addition, on and after July 7, 2020, Thermo Fisher International may redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the date of redemption.
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 Moody’s Investors Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., and Fitch Ratings, Limited, Thermo Fisher International will, in certain circumstances, be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes plus any accrued and unpaid interest to, but excluding, the date of repurchase.
The Notes are general unsecured obligations of Thermo Fisher International. The Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of Thermo Fisher International and rank senior in right of payment to any existing and future indebtedness of Thermo Fisher International that is subordinated to the Notes. The Notes are also effectively subordinated to any existing and future secured indebtedness of Thermo Fisher International to the extent of the assets securing such indebtedness, and are structurally subordinated to all existing and any future indebtedness and any other liabilities of its subsidiaries.
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 Thermo Fisher International, the Notes).
