UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On January 7, 2022, Thermo Fisher Scientific Inc. (the “Company”) entered into a new $5.0 billion unsecured five-year revolving credit facility (the “Credit Facility”) pursuant to a Credit Agreement (the “Credit Agreement”), among the Company, certain Subsidiaries of the Company from time to time party thereto as Designated Borrowers, Bank of America, N.A., as Administrative Agent and a syndicate of lenders from time to time party thereto. The Credit Facility replaces the Company’s existing $3.0 billion unsecured five-year revolving credit facility under that certain Credit Agreement dated December 4, 2020, among the Company, certain Subsidiaries of the Company from time to time party thereto as Designated Borrowers, Bank of America, N.A., as Administrative Agent and a syndicate of lenders from time to time party thereto, which terminated upon effectiveness of the Credit Facility. Capitalized terms used in this Form 8-K and not defined herein shall have the meanings ascribed to them in the Credit Agreement, which is attached to this Form 8-K as Exhibit 10.1.
The Credit Facility expires, and any amounts outstanding thereunder will become due and payable, on January 7, 2027, subject to unlimited one-year extensions at the request of the Company and with the consent of the lenders. The Credit Facility also contains an expansion option permitting the Company to request increases of up to an aggregate additional $1.0 billion from lenders that elect to make such increase available, upon the satisfaction of certain conditions. The proceeds of the Loans under the Credit Facility may be used for working capital purposes, capital expenditures, acquisitions, repurchases of stock, debentures and other securities, the refinancing of present and future debt and other general corporate purposes. The Company expects to limit borrowings under the Credit Facility to amounts that would leave sufficient borrowing capacity under the CP Program (as defined below) so that it could borrow, if needed, to repay all of the outstanding CP Notes as they mature. If no Default or Event of Default has occurred, (i) each Term SOFR Loan, Alternative Currency Daily Rate Loan, and Alternative Currency Term Rate Loan (including each Swing Line Loan denominated in Euros), shall bear interest on the outstanding principal amount thereof for each Interest Period at a variable rate per annum equal to Term SOFR, the relevant Alternative Currency Daily Rate or the relevant Alternative Currency Term Rate, respectively, for such Interest Period plus a margin of 0.795% to 1.300% based on the Company’s long-term debt credit ratings and (ii) each Base Rate Committed Loan (including each Swing Line Loan denominated in Dollars) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a variable rate per annum equal to the Base Rate plus a margin of 0.000% to 0.300% based on the Company’s long-term debt credit rating. In addition, the Company has agreed to pay a facility fee equal to a variable rate between 0.080% and 0.200% per year based on the Company’s long-term debt credit rating times the actual daily amount of the Commitments, regardless of usage, quarterly in arrears on the last business day of each March, June, September and December, commencing with the first such date to occur after the Closing Date.
The Company has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Credit Facility. The Credit Agreement contains customary conditions precedent, representations and warranties, affirmative and negative covenants, events of default and indemnities. The negative covenants include restrictions on liens and fundamental changes. These covenants are subject to a number of important exceptions and qualifications. The Credit Agreement also requires a minimum consolidated net interest coverage ratio of 3.5 to 1.0 as at the last day of any fiscal quarter. Certain changes of control with respect to the Company would constitute an event of default under the Credit Facility. Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Credit Facility immediately due and payable. Borrowings under the Credit Facility are prepayable at the Company’s option in whole or in part without premium or penalty.
The foregoing description of the Credit Agreement is only a summary of the parties’ rights under such agreement and is qualified in its entirety by reference to the full text of the Credit Agreement (including exhibits), which is filed as Exhibit 10.1 and incorporated by reference herein.
In the ordinary course of business, certain of the lenders under the Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company for which they have received compensation and may receive compensation in the future.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 is incorporated by reference into this Item 1.02.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On or about January 10, 2022, the Company intends to increase the size of its U.S. commercial paper program (the “USCP Program”) and its euro-commercial paper programme (the “ECP Program” and together with the USCP Program, the “CP Program”) to permit the issuance of commercial paper notes (“CP Notes”) under the CP Program in an aggregate principal amount not to exceed $5 billion (or its equivalent in alternative currencies) outstanding at any time. Prior to this increase, the USCP Program permitted the Company to issue commercial paper notes in an aggregate principal amount not to exceed $1.5 billion at any time outstanding and the ECP Program permitted the Company to issue commercial paper notes in an aggregate principal amount not to exceed €1.5 billion at any time outstanding. Under the USCP Program, maturities may not exceed 397 days from the date of issue and are denominated in U.S. dollars. Under the ECP Program, maturities may not exceed 183 days and may be denominated in euro, U.S. dollars, Japanese yen, British pounds sterling, Swiss franc, Canadian dollars or other currencies. CP Notes are issued at a discount from par (or premium to par, in the case of negative interest rates), or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.
From time to time, the commercial paper dealers and certain of their affiliates under the CP Program have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which the Dealers have received or will receive customary fees and expenses.
The CP Notes will not be registered under the Securities Act or state securities laws. The CP Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index attached hereto.
|
Exhibit Number |
Description | |
| 10.1 | Credit Agreement, dated January 7, 2022, among Thermo Fisher Scientific Inc., certain Subsidiaries of Thermo Fisher Scientific Inc. from time to time party thereto, Bank of America, N.A., as Administrative Agent and each lender from time to time party thereto. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Thermo Fisher Scientific Inc. | |||
| Date: January 7, 2022 | By | /s/ Michael A. Boxer | |
| Name: | Michael A. Boxer | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||