On November 21, 2022, Thermo Fisher Scientific Inc. (the "Company") reported that issued €500,000,000 aggregate principal amount of 3.200% Senior Notes due 2026 (the "2026 Notes") and €750,000,000 aggregate principal amount of 3.650% Senior Notes due 2034 (the "2034 Notes", and, together with the 2026 Notes, the "Euro Notes") in a public offering (the "Euro Offering") pursuant to a registration statement on Form S-3 (File No. 333-263034) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Euro Notes, each as previously filed with the Securities and Exchange Commission (the "SEC") (Filing, 8-K, Thermo Fisher Scientific, NOV 21, 2022, View Source [SID1234624282]).

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The Euro Notes were issued under an indenture, dated as of November 20, 2009 (the "Base Indenture"), and the Twenty-Fifth Supplemental Indenture, dated as of November 21, 2022 (the "Euro Supplemental Indenture" and, together with the Base Indenture, the "Euro Indenture"), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee").

The 2026 Notes will mature on January 21, 2026 and the 2034 Notes will mature on November 21, 2034. Interest on the 2026 Notes will be paid annually in arrears on January 21 of each year, commencing on January 21, 2023, and interest on the 2034 Notes will be paid annually in arrears on November 21 of each year, commencing on November 21, 2023.

Prior to December 21, 2025, in the case of the 2026 Notes, and August 21, 2034, in the case of the 2034 Notes (each such date, a "Euro Par Call Date"), the Company may redeem either series of Euro 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 Euro Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Euro Notes being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such notes to be redeemed matured on their applicable Euro Par Call Date), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), using a discount rate equal to the Comparable Bond Rate (as defined in the Euro Indenture) plus 20 basis points, in the case of the 2026 Notes, and 25 basis points, in the case of the 2034 Notes, plus, in each case, accrued and unpaid interest on the Euro Notes being redeemed, if any, to, but excluding, the date of redemption.

In addition, on and after the applicable Euro Par Call Date, the Company may redeem some or all of the Euro Notes at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the date of redemption.

Upon the occurrence of a change of control (as defined in the Euro Indenture) of the Company and a contemporaneous downgrade of the Euro Notes below an investment grade rating by at least two of 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 Euro Notes at a price equal to 101% of the principal amount of the Euro Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.

The Euro Notes are general unsecured obligations of the Company. The Euro Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of the Company and rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the Euro Notes. The Euro 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 any future indebtedness and any other liabilities of its subsidiaries.
The Euro Indenture contains limited affirmative and negative covenants. The negative covenants restrict the ability of the Company and its subsidiaries to incur debt secured by liens on Principal Properties (as defined in the Euro Indenture) or on shares of stock of the Company’s Principal Subsidiaries (as defined in the Euro Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The Euro Indenture also limits the ability of the Company to merge or consolidate or sell all or substantially all of its assets.

Upon the occurrence of an event of default under the Euro Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and failure to pay certain indebtedness, the obligations of the Company under the Euro Notes may be accelerated, in which case the entire principal amount of the Euro Notes would be immediately due and payable.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated November 21, 2022, regarding the Euro Notes. A copy of this opinion is filed as Exhibit 5.1 hereto.

The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Euro Supplemental Indenture, which are filed with this report as Exhibits 4.1 and 4.2 hereto, respectively. Each of the foregoing documents is incorporated herein by reference.

USD Offering

On November 21, 2022, the Company issued $600,000,000 aggregate principal amount of 4.800% Senior Notes due 2027 (the "2027 Notes") and $600,000,000 aggregate principal amount of 4.950% Senior Notes due 2032 (the "2032 Notes" and, together with the 2027 Notes, the "USD Notes") in a public offering (the "USD Offering") pursuant to a registration statement on Form S-3 (File No. 333-263034) and a preliminary prospectus supplement and prospectus supplement related to the offering of the USD Notes, each as previously filed with the SEC.

The USD Notes were issued under the Base Indenture and the Twenty-Sixth Supplemental Indenture, dated as of November 21, 2022 (the "USD Supplemental Indenture" and, together with the Base Indenture, the "USD Indenture"), between the Company and the Trustee.

The 2027 Notes will mature on November 21, 2027, and the 2032 Notes will mature on November 21, 2032. Interest on the USD Notes will be paid semi-annually in arrears on May 21 and November 21 of each year, commencing on May 21, 2023.

Prior to October 21, 2027, in the case of the 2027 Notes, and August 21, 2032, in the case of the 2032 Notes (each, a "USD Par Call Date"), the Company may redeem either series of USD 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 USD Notes of such series to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the USD Notes of such series being redeemed (not including any portion of the payments of interest accrued but unpaid as of the date of redemption and assuming that such USD Notes to be redeemed matured on their applicable USD Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the USD Indenture) plus 15 basis points, in the case of the 2027 Notes, and 20 basis points, in the case of the 2032 Notes, plus, in each case, accrued and unpaid interest on the USD Notes of such series being redeemed, if any, to, but excluding, the date of redemption.
In addition, on and after the applicable USD Par Call Date, the Company may redeem some or all of the USD Notes at a redemption price equal to 100% of the principal amount of the USD Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the date of redemption.

Upon the occurrence of a change of control (as defined in the USD Indenture) of the Company and a contemporaneous downgrade of the USD Notes below an investment grade rating by at least two of 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 USD Notes at a price equal to 101% of the principal amount of the USD Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.

The USD Notes are general unsecured obligations of the Company. The USD Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of the Company and rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the USD Notes. The USD 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 any future indebtedness and any other liabilities of its subsidiaries.

The USD Indenture contains limited affirmative and negative covenants. The negative covenants restrict the ability of the Company and its subsidiaries to incur debt secured by liens on Principal Properties (as defined in the USD Indenture) or on shares of stock of the Company’s Principal Subsidiaries (as defined in the USD Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The USD Indenture also limits the ability of the Company to merge or consolidate or sell all or substantially all of its assets.

Upon the occurrence of an event of default under the USD Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and failure to pay certain indebtedness, the obligations of the Company under the USD Notes may be accelerated, in which case the entire principal amount of the USD Notes would be immediately due and payable.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued an opinion to the Company, dated November 21, 2022, regarding the USD Notes. A copy of this opinion is filed as Exhibit 5.2 hereto.

The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the USD Supplemental Indenture, which are filed with this report as Exhibits 4.1 and 4.3 hereto, respectively. Each of the foregoing documents is incorporated herein by reference.