Form 424B5 THERMO FISHER SCIENTIFIQUE

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Filed in accordance with Rule 424 (b) (5)
Registration number 333-229951

The information in this preliminary prospectus supplement is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell such securities and do not solicit an offer to buy such securities in any jurisdiction where the offer or sale is not permitted. .

Subject to completion, as of October 19, 2021

SUPPLEMENT TO THE PRELIMINARY PROSPECTUS

(In the prospectus dated February 28, 2019)

$

Thermo Fisher Scientific Inc.

$ Senior variable rate bonds due

$ Senior variable rate bonds due

$ Senior variable rate bonds due

$% Senior Notes to Maturity

$% Senior Notes to Maturity

We are offering a total principal amount of $ of senior variable rate bonds due (the ?? variable rate notes??), the total principal amount of the variable rate senior bonds due (the ?? variable rate notes??), the total principal amount of the variable rate senior bonds due (the ?? variable rate notes?? and, with variable rate notes and variable rate notes, the ??variable rate notes??), $ total principal amount of% senior notes due (the ?? Remarks??) and in $ of the aggregate principal amount of the% of Senior Notes due (the ?? Remarks?? and, with the notes, the ??fixed rate notes?? and the fixed rate notes, as well as the variable rate notes, the ??Remarks??). The Floating Rate Notes will bear interest at a rate equivalent to the Composite SOFR (as defined herein) plus% per annum, the Floating Rate Notes will bear interest at a rate equivalent to the Composite SOFR plus% per annum and the Floating Rate Notes will bear interest at a rate equivalent to the compounded SOFR plus% per annum. We will pay interest on the quarterly floating rate notes in arrears on,,, and each year, commencing on, 2022. We will pay interest on the semi-annually fixed rate notes in arrears on and in each year, at From, 2022 The Floating Rate Notes will mature on, the Floating Rate Notes will mature on, the Floating Rate Notes will mature on, the Notes will mature on and the Notes will mature on.

Effective 2022, with respect to Variable Rate Notes, and effective, 2022, with respect to Variable Rate Notes and Variable Rate Notes, we may reimburse some or all of the Variable Rate Notes. variable at 100% of the total principal amount of these variable rate notes, plus accrued and unpaid interest up to the redemption date, but excluding. At any time after issuance, we may redeem some or all of any series of Fixed Rate Notes at any time and from time to time at the applicable redemption prices described in this Supplement. prospectus. See ?? Description of Notes ?? Optional Refund. ?? In the event that we fail to complete the PPD Acquisition (as defined herein) by October 15, 2022 or if the Merger Agreement (as defined herein) is terminated at any time prior to such date, we will be required to redeem all of the Floating Rate Notes, Floating Rate Notes, Notes and Notes (collectively, the ??SMR Notes??) on a special mandatory redemption date at a redemption price equal to 101% of the total principal amount of the SMR Notes, plus accrued and unpaid interest up to, but excluding, the special mandatory redemption date. See ?? Description of the Securities ?? Special Mandatory Redemption. ?? If a Change of Control Trigger Event as described in this Prospectus Supplement occurs, we may be required to offer to purchase the Holders’ Notes. See ?? Description of the Notes ?? Redemption on Change of Control. ?? There is no sinking fund for the Notes.

The Notes will constitute our general unsecured obligations and rank equally in right of payment as all of our other existing and future senior unsecured indebtedness and will have priority over any subordinated indebtedness that we may incur.

Investing in the Notes involves risks. See ?? Risk factors ?? starting on page S-8.

Through
Floating
Rate Note
Through
Floating
Rate Note
Through
Floating
Rate Note
Through
To note
Through
To note
Total

Public offer price

% % % % % $

Subscription discounts

% % % % % $

Revenue, before expenses, to Thermo Fisher

% % % % % $

Interest on the Notes will accrue from 2021.

Neither the Securities and Exchange Commission (??SECOND??) or any state securities commission has approved or disapproved such securities or determined whether this prospectus supplement or the accompanying prospectus is true or complete. Any statement to the contrary is a criminal offense.

The Notes will be available for delivery in book-entry only form through The Depository Trust Company (??Fault code??) for the accounts of its participants, including Euroclear Bank SA / NV, as operator of the Euroclear system, and Clearstream Banking, SA, on or around 2021.

Joint bookkeepers

Barclays Morgan stanley BofA Titles Citigroup Mizuho Titles

The date of this prospectus supplement is 2021.


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