Thermo Fisher Scientific Issues New Debt

TL;DR

TMO just dropped a bunch of new debt, raising serious cash.

AI Summary

On October 7, 2025, Thermo Fisher Scientific Inc. entered into a material definitive agreement related to the issuance of various notes. These include $500 million in 0.500% notes due 2028, $1.750 billion in 1.875% notes due 2049, and $1.950 billion in 1.950% notes due 2029, among others.

Why It Matters

This filing indicates Thermo Fisher Scientific is raising significant capital through debt issuance, which could be for expansion, acquisitions, or refinancing existing debt.

Risk Assessment

Risk Level: low — The filing is a standard debt issuance announcement, not indicating immediate operational or financial distress.

Key Numbers

• $500 million — 0.500% Notes due 2028 (Debt issuance)
• $1.750 billion — 1.875% Notes due 2049 (Debt issuance)
• $1.950 billion — 1.950% Notes due 2029 (Debt issuance)

Key Players & Entities

• Thermo Fisher Scientific Inc. (company) — Filer
• 0001140361-25-037501 (filing_id) — Accession Number
• 20251007 (date) — Filing Date
• $500 million (dollar_amount) — Notes due 2028
• $1.750 billion (dollar_amount) — Notes due 2049
• $1.950 billion (dollar_amount) — Notes due 2029

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value TMO New York Stock Exchan
• $500,000,000 — Scientific Inc. (the "Company") issued $500,000,000 aggregate principal amount of 4.200% Se
• $750,000,000 — nior Notes due 2031 (the "2031 Notes"), $750,000,000 aggregate principal amount of 4.473% Se
• $2.48 b — sale of the Notes will be approximately $2.48 billion, after deducting underwriting dis

Filing Documents

• ef20056709_8k.htm (8-K) — 68KB
• ef20056709_ex1-1.htm (EX-1.1) — 262KB
• ef20056709_ex4-2.htm (EX-4.2) — 148KB
• ef20056709_ex5-1.htm (EX-5.1) — 19KB
• image00003.jpg (GRAPHIC) — 4KB
• image00004.jpg (GRAPHIC) — 7KB
• image00005.jpg (GRAPHIC) — 2KB
• 0001140361-25-037501.txt ( ) — 835KB
• tmo-20251007.xsd (EX-101.SCH) — 7KB
• tmo-20251007_def.xml (EX-101.DEF) — 22KB
• tmo-20251007_lab.xml (EX-101.LAB) — 34KB
• tmo-20251007_pre.xml (EX-101.PRE) — 25KB
• ef20056709_8k_htm.xml (XML) — 19KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 7, 2025, Thermo Fisher Scientific Inc. (the "Company") 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. 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

01

Item 8.01 Other Events. The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, which the Company entered into on September 30, 2025 (the "Underwriting Agreement"), with J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named in Schedule A to the Underwriting Agreement. The Company expects that the net proceeds from the sale of the Notes will be approximately $2.48 billion, after deducting underwriting discounts and estimated offering expenses. The Company intends to use 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 the Company may temporarily invest the net proceeds in short-term, liquid investments until they are used for their ultimate purpose. 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 hereto and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 30, 2025, by and among the Company, as issuer, and J.P. Morgan Securities LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and Scotia Capital (USA) Inc. and the several other underwriters named in Schedule A thereto . 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, 2009 File No. 1-8002 and incorporated in this document by reference). 4.2 Twenty-Ninth Supplemental Indenture, dated as of October 7, 2025, 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) 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 hereunto duly authorized. THERMO FISHER SCIENTIFIC INC. Date: October 7, 2025 By: /s/ Thomas B. Shropshire Thomas B. Shropshire Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR