Thermo Fisher Scientific Inc. (NYSE: TMO) (“Thermo Fisher”) announced today that it has priced an offering of $5.85 billion aggregate principal amount (the “Offering”) of the following notes, each issued at par:
- $1,000,000,000 aggregate principal amount of its 18-month floating rate senior notes due 2023 (the “18-Month Floating Rate Notes”),
- $500,000,000 aggregate principal amount of its floating rate senior notes due 2023 (the “2023 Floating Rate Notes”),
- $500,000,000 aggregate principal amount of its floating rate senior notes due 2024 (collectively with the 18-Month Floating Rate Notes and the 2023 Floating Rate Notes, the “Floating Rate Notes”),
- $1,350,000,000 aggregate principal amount of its 0.797% senior notes due 2023 (the “2023 Notes”), and
- $2,500,000,000 aggregate principal amount of its 1.215% senior notes due 2024 (together with the 2023 Notes, the “Fixed Rate Notes” and, collectively with the Floating Rate Notes, the “Notes”).
The Offering is expected to close on or about October 22, 2021, subject to customary closing conditions. The Floating Rate Notes will pay interest quarterly. The Fixed Rate Notes will pay interest on a semi-annual basis.
Thermo Fisher intends to use the net proceeds of the Offering to pay a portion of the cash consideration payable for the proposed acquisition of PPD, Inc., a Delaware corporation. Thermo Fisher may also determine to use a portion of the net proceeds of the Offering for general corporate purposes, which may include the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures or the repurchase of its outstanding equity securities or it may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose.
The joint book-running managers for the Offering are Barclays Capital Inc., Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC.
The Offering is being made pursuant to an effective registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”). Prospective investors should read the prospectus forming a part of that registration statement and the prospectus supplement related to the Offering and the other documents that Thermo Fisher has filed with the SEC for more complete information about Thermo Fisher and this Offering. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Thermo Fisher, the underwriters or any dealer participating in the Offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847; Morgan Stanley & Co. LLC toll-free at 1-866-718-1649; BofA Securities, Inc. toll-free at 1-800-294-1322; Citigroup Global Markets Inc. toll-free at 1-800-831-9146; or Mizuho Securities USA LLC toll-free at 1-866-271-7403.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about Thermo Fisher’s intended use of proceeds. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including risks and uncertainties relating to capital markets conditions, the pending acquisition of PPD, and completion of the Offering. Additional important factors and information regarding Thermo Fisher’s business that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the prospectus and prospectus supplement dated October 19, 2021 related to the Offering, which is on file with the SEC and available in the “Investors” section of our website under the heading “SEC Filings,” and the documents incorporated by reference into the prospectus and prospectus supplement. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if circumstances change and, therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.
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SOURCE Thermo Fisher Scientific