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.
The notes were issued under a trust deed dated
The Variable Rate Bonds are subject to a Calculation Agency Agreement, dated
The 18 Month Bonds will mature on
In addition, the and after
In the event that the Company does not complete the previously announced acquisition of PPD, Inc. (the âPPD Acquisitionâ) by no later than
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 â 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
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
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.
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
The Company expects that the net proceeds from the sale of the Notes will be approximately
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 LLCand 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, 2009File 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.
and the Company’s Quarterly Report on Form 10-Q for the completed quarters
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.
Â© Edgar online, source