On October 7, 2025, Thermo Fisher Scientific Inc. (the "Company") reported to have issued $500,000,000 aggregate principal amount of 4.200% Senior Notes due 2031 (the "2031 Notes"), $750,000,000 aggregate principal amount of 4.473% Senior Notes due 2032 (the "2032 Notes"), $750,000,000 aggregate principal amount of 4.794% Senior Notes due 2035 (the "2035 Notes") and $500,000,000 aggregate principal amount of 4.894% Senior Notes due 2037 (the "2037 Notes" and, collectively with the 2031 Notes, the 2032 Notes and the 2035 Notes, the "Notes") in a public offering (the "Offering") pursuant to a registration statement on Form S-3ASR (File No. 333-285159) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (Filing, 8-K, Thermo Fisher Scientific, OCT 7, 2025, View Source [SID1234656486]).

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The Notes were issued under an indenture, dated as of November 20, 2009 (the "Base Indenture") and the Twenty-Ninth Supplemental Indenture, dated as of October 7, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.

The 2031 Notes will mature on March 1, 2031, the 2032 Notes will mature on October 7, 2032, the 2035 Notes will mature on October 7, 2035 and the 2037 Notes will mature on October 7, 2037. Interest on the 2031 Notes will be paid semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026. Interest on the 2032 Notes, the 2035 Notes and the 2037 Notes will be paid semi-annually in arrears on April 7 and October 7 of each year, beginning on April 7, 2026.

Prior to February 1, 2031, in the case of the 2031 Notes, August 7, 2032, in the case of the 2032 Notes, July 7, 2035, in the case of the 2035 Notes and July 7, 2037, in the case of the 2037 Notes (each, a "Par Call Date"), the Company may redeem each series of the 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 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 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 Notes to be redeemed matured on their applicable 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 Indenture) plus 10 basis points, in the case of the 2031 Notes, 10 basis points, in the case of the 2032 Notes, 10 basis points, in the case of the 2035 Notes and 15 basis points, in the case of the 2037 Notes, plus, in each case, accrued and unpaid interest on the Notes of such series being redeemed, if any, to, but excluding, the date of redemption.

In addition, on and after the applicable Par Call Date, the Company may redeem some or all of each series of the Notes at a redemption price equal to 100% of the principal amount of the 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 Indenture) of the Company and a contemporaneous downgrade of the 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 Notes at a price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the date of repurchase.