THERMO FISHER SCIENTIFIC INC. : Conclusion of a material definitive agreement, other events, financial statements and supporting documents (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At 22 October 2021, Thermo Fisher Scientific Inc. (the “Company”) issued
$ 1,000,000,000 total principal amount of the 18-Month Floating Rate Senior Bonds maturing in 2023 (the “18-Month Floating Rate Bonds”), $ 500,000,000 total principal amount of the Senior Variable Rate Bonds maturing in 2023 (the “2023 Variable Rate Bonds”),
$ 500,000,000 total principal amount of the Senior Variable Rate Bonds maturing in 2024 (the “2024 Variable Rate Bonds” and, together with the 18 Month Variable Rate Bonds and the 2023 Variable Rate Bonds, the “Variable Rate Bonds”) ,
$ 1,350,000,000 total principal amount of 0.797% of the senior bonds maturing in 2023 (the “2023 bonds”) and $ 2,500,000,000 total principal amount of the 1.215% Senior Bonds maturing in 2024 (the “2024 Bonds” and, together with the 2023 Bonds, the “Fixed Rate Bonds”, and jointly with the Floating Rate Bonds, the “Bonds”) in within the framework of a public offering (the “Offers”) under the terms of a registration statement on form S-3 (file n ° 333-229951) and of a preliminary prospectus supplement and a prospectus supplement relating to the offer of the Notes, each as previously deposited with the Security and Trade Commission (the second”).

The notes were issued under a trust deed dated November 20, 2009 (the “basic act”) and the twenty-third complementary act, dated
22 October 2021 (the “Additional Trust Deed” and, together with the Basic Deed, the “Trust Deed”), between the Company, as Issuer, and The Bank of New York Mellon Trust Company, NA, as a trustee.

The Variable Rate Bonds are subject to a Calculation Agency Agreement, dated 22 October 2021, between the Company and The Bank of New York Mellon Trust Company, NA, as a calculation agent.

The 18 Month Bonds will mature on April 18, 2023, the 2023 Variable Rate Bonds will mature on October 18, 2023, the 2024 Variable Rate Bonds will mature on
October 18, 2024, the 2023 Notes will expire on October 18, 2023 and the 2024 Bonds will mature on October 18, 2024. Interest on the Floating Rate Notes will be paid quarterly in arrears on January 18, April 18, July 18 and October 18 of each year, from January 18, 2022. Interest on the Fixed Rate Notes will be paid semi-annually in arrears on April 18 and October 18 of each year, from April 18, 2022.

Prior to October 18, 2022, the Company may redeem each series of Fixed Rate 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 Fixed Rate Notes to be redeemed. and (2) the sum of the present values ​​of the remaining scheduled principal and interest payments on the Fixed Rate Notes being redeemed (excluding any portion of accrued but unpaid interest payments at the date repayment and assuming that these Fixed Rate Notes to be repaid mature on October 18, 2022), discounted on the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the cash rate (as defined in the trust deed) plus, in each case , 7.5 basis points and accrued and unpaid interest on Fixed Rate Notes being redeemed, if applicable, until the redemption date, but excluding it.

In addition, the and after April 18, 2022, with regard to 18-Month Floating Rate Bonds, and October 18, 2022, with respect to the 2023 Floating Rate Notes, 2024 Floating Rate Notes and Fixed Rate Notes, the Company may redeem all or part of each series of Notes at a redemption price equal to 100% of the principal amount. Notes to be redeemed, plus accrued and unpaid interest, if any, up to the date of redemption, but excluding.

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In the event that the Company does not complete the previously announced acquisition of PPD, Inc. (the “PPD Acquisition”) by no later than October 15, 2022
or the related merger agreement is terminated at any time before that date, the Company will be required to redeem all 2023 Floating Rate Notes, 2024 Floating Rate Notes, 2023 Notes and 2024 Notes (collectively, the “ SMR Notes “) on a special obligatory redemption date at a redemption price equal to 101% of the total principal amount of the SMR Bonds, plus accrued and unpaid interest, if applicable, until the special obligatory redemption date, but to the exclusion.

In the event of a change of control (as defined in the Deed) of the Company and a simultaneous degradation of the Notes below a quality rating of at least two of the 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 up to, but excluding, the date of payment. redemption.

The Notes are general unsecured obligations of the Company. The Notes rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company and rank superior in right of payment with respect 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 future indebtedness and any other liabilities of its subsidiaries.

The deed contains limited positive and negative covenants from the Company. Restrictive covenants restrict the ability of the Company and its subsidiaries to contract debts secured by privileges on Main properties (as defined in the Deed) or on shares of the principal subsidiaries of the Company (as defined in the Deed) and engage in sale and leaseback transactions with respect to any Principal Asset . The act also limits the ability of the Company to merge, consolidate or sell all or substantially all of its assets.

In the event of default under the trust deed, which includes defaults on payments, defaults on affirmative and negative covenants, bankruptcy and insolvency defaults and failure to pay certain debts , the Company’s obligations under the Notes may be accelerated. , in which case the full principal amount of the Notes would be immediately due and payable.

Wilmer Cutler Pickering Hale and Dorr LLP, legal counsel to the Company, issued a notice to the Company, dated 22 October 2021, concerning the Notes. A copy of this notice is filed as Exhibit 5.1 attached.

The foregoing description is qualified in its entirety by reference to the full text of the Basic Act and the Supplementary Act, which are filed with this report as Exhibits 4.1 and 4.2 hereof, respectively. Each of the foregoing documents is incorporated herein by reference.

Article 8.01. Other events.

The sale of the Notes was effected pursuant to the terms of a bought deal agreement, which the Company entered into on October 19, 2021 (the “Subscription Agreement”), with Barclays Capital Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup World Markets Inc. and Mizuho Securities USA LLC, as representatives of several Underwriters named in Schedule A of the Underwriting Agreement.

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The Company expects that the net proceeds from the sale of the Notes will be approximately $ 5.82 billion, net of subscription discounts and estimated offering charges. The Company intends to use the net proceeds of the Offering to pay a portion of the cash consideration payable for the acquisition of PPD. The Company may also decide to use a portion of the net proceeds of the offering for general corporate purposes, which may include the acquisition of companies or businesses, the repayment and refinancing of debt, fund. rollover and capital expenditures or the redemption of its outstanding equity securities. or the Company may temporarily invest the net proceeds in short-term liquid investments until they are used for their ultimate purpose.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed with this report as Exhibit 1.1 hereof and is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.



Exhibit
  No.                                     Description

 1.1           Underwriting Agreement, dated October 19, 2021, among the Company,
             as issuer, and Barclays Capital Inc., Morgan Stanley & Co. LLC, BofA
             Securities, Inc., Citigroup Global Markets Inc. and Mizuho Securities
             USA LLC and the several other underwriters named in Schedule A of the
             Underwriting Agreement.

 4.1           Indenture, dated as of November 20, 2009, between the Company, as
             issuer, and The Bank of New York Mellon Trust Company, N.A., as
             trustee (filed as Exhibit 99.1 to the Registrant's Current Report on
             Form 8-K filed November 20, 2009 File No. 1-8002 and incorporated in
             this document by reference).

 4.2           Twenty-Third Supplemental Indenture, dated as of October 22, 2021,
             between the Company, as issuer, and The Bank of New York Mellon Trust
             Company, N.A., as trustee.

 5.1           Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.

23.1           Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in
             Exhibit 5.1 above).

104          Cover Page Interactive Data File (embedded with the Inline XBRL
             document)


Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the company’s intended use of the proceeds and the acquisition of PPD. Other important factors that could cause actual results to differ materially from those indicated by these forward-looking statements are set out in the Company’s annual report on Form 10-K for the year then ended. December 31, 2020
and the Company’s Quarterly Report on Form 10-Q for the completed quarters April 3, 2021 and July 3, 2021, each of which is registered with the United States Securities Commission (“SEC”) and available in the “Investors” section of the Company’s website, ir.thermofisher.com, under the heading “SEC Filings”, and in any subsequent quarterly report on Form 10-Q and other documents than the Company files with SECOND. While the

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The Company may choose to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on such forward-looking statements as representing the views of the Company as of any date subsequent to the date of this communication.

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