| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 23, 2021, Thermo Fisher Scientific Inc. (the “Company”) issued $700,000,000 aggregate principal amount of 1.750% Senior Notes due 2028 (the “2028 Notes”), $1,200,000,000 aggregate principal amount of 2.000% Senior Notes due 2031 (the “2031 Notes”) and $1,200,000,000 aggregate principal amount of 2.800% Senior Notes due 2041 (the “2041 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”) in a public offering (the “Offering”) pursuant to a registration statement on Form S-3 (File No. 333-229951) 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 were issued under an indenture, dated as of November 20, 2009 (the “Base Indenture”), and the Twenty-Second Supplemental Indenture, dated as of August 23, 2021 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
The 2028 Notes will mature on October 15, 2028, the 2031 Notes will mature on October 15, 2031, and the 2041 Notes will mature on October 15, 2041. Interest on the Notes will be paid semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2022.
Prior to August 15, 2028 in the case of the 2028 Notes (two months prior to their maturity), July 15, 2031 in the case of the 2031 Notes (three months prior to their maturity) and April 15, 2041 in the case of the 2041 Notes (six months prior to their maturity) (each, a “Par Call Date”), the Company may redeem each series of Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes of such series to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes of such series being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such Notes to be redeemed matured on the Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Indenture) plus 10 basis points, in the case of the 2028 Notes, 15 basis points, in the case of the 2031 Notes, and 15 basis points, in the case of the 2041 Notes, plus, in each case, accrued and unpaid interest on the Notes of such series being redeemed, if any, to, but excluding, the date of redemption.
In addition, on and after the applicable Par Call Date, the Company 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, the Company 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 the Company. The Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of the Company and rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the Notes. The Notes are also effectively subordinated to any existing and future secured indebtedness of the Company 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.
