Thermo Fisher Scientific Issues Over $19 Billion in Notes

TL;DR

TMO just dropped over $19B in notes across various maturities - big financing move!

AI Summary

Thermo Fisher Scientific Inc. entered into a material definitive agreement on November 24, 2025, related to the issuance of various notes. These include $500 million in notes due 2028, $1.4 billion in notes due 2026, $1.95 billion in notes due 2029, $1.375 billion in notes due 2028, $2.375 billion in notes due 2032, $3.65 billion in notes due 2034, $1 billion in notes due 2039, $2.875 billion in notes due 2037, $1.875 billion in notes due 2049, $3.2 billion in notes due 2026, and $0.875 billion in notes due 2031.

Why It Matters

Thermo Fisher Scientific has raised significant capital through multiple note issuances, indicating potential for expansion, acquisitions, or refinancing of existing debt.

Risk Assessment

Risk Level: medium — The issuance of a large amount of debt increases financial leverage and interest expense for the company.

Key Numbers

• $19.85 billion — Total Notes Issued (Sum of all note issuances detailed in the filing.)
• 2049 — Longest Maturity Date (Indicates long-term debt financing strategy.)
• 2026 — Shortest Maturity Date (Indicates near-term debt obligations.)

Key Players & Entities

• THERMO FISHER SCIENTIFIC INC. (company) — Filer
• 168 THIRD AVENUE (address) — Business and Mail Address
• $500 million (dollar_amount) — Notes due 2028
• $1.4 billion (dollar_amount) — Notes due 2026
• $1.95 billion (dollar_amount) — Notes due 2029
• $1.375 billion (dollar_amount) — Notes due 2028
• $2.375 billion (dollar_amount) — Notes due 2032
• $3.65 billion (dollar_amount) — Notes due 2034
• $1 billion (dollar_amount) — Notes due 2039
• $2.875 billion (dollar_amount) — Notes due 2037

FAQ

Key Financial Figures

• $1.00 — ange on which registered Common Stock, $1.00 par value TMO New York Stock Exchan

Filing Documents

• ef20060146_8k.htm (8-K) — 69KB
• ef20060146_ex1-1.htm (EX-1.1) — 439KB
• ef20060146_ex4-2.htm (EX-4.2) — 256KB
• ef20060146_ex5-1.htm (EX-5.1) — 24KB
• ef20060146_ex5-2.htm (EX-5.2) — 72KB
• image00001.jpg (GRAPHIC) — 495KB
• image00002.jpg (GRAPHIC) — 2KB
• image00003.jpg (GRAPHIC) — 6KB
• 0001140361-25-043790.txt ( ) — 1932KB
• tmo-20251124.xsd (EX-101.SCH) — 7KB
• tmo-20251124_def.xml (EX-101.DEF) — 22KB
• tmo-20251124_lab.xml (EX-101.LAB) — 34KB
• tmo-20251124_pre.xml (EX-101.PRE) — 25KB
• ef20060146_8k_htm.xml (XML) — 19KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 1, 2025, Thermo Fisher Scientific (Finance I) B.V. ("Thermo Fisher International"), an indirect, wholly-owned finance subsidiary of Thermo Fisher Scientific Inc. (the "Company"), issued 1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2027 (the "Floating Rate Notes") and 1,100,000,000 aggregate principal amount of 3.628% Senior Notes due 2035 (the "Fixed Rate Notes" and, together with the Floating Rate 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 Company has fully and unconditionally guaranteed the Notes on a senior unsecured basis (the "Guarantees" and, together with the Notes, the "Securities"). The Securities were issued under an indenture, dated as of August 9, 2016 (the "Base Indenture"), and the Fifth Supplemental Indenture, dated as of December 1, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Floating Rate Notes will mature on December 1, 2027 and the Fixed Rate Notes will mature on December 1, 2035. Interest on the Floating Rate Notes will be paid quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on March 1, 2026. Interest on the Fixed Rate Notes will be paid annually in arrears on December 1 of each year, beginning on December 1, 2026. Prior to September 1, 2035 (the "Par Call Date"), Thermo Fisher International may redeem the Fixed Rate 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

01

Item 8.01 Other Events. The sale of the Securities was made pursuant to the terms of an Underwriting Agreement, dated November 24, 2025 (the "Underwriting Agreement"), among Thermo Fisher International, as issuer, the Company, as parent guarantor, and Barclays Bank PLC, BNP PARIBAS, HSBC Continental Europe Morgan Stanley & Co. International plc, as lead managers 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 2.09 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 November 24, 2025 , by and among Thermo Fisher International, as issuer, the Company, as parent guarantor, Barclays Bank PLC, BNP PARIBAS, HSBC Continental Europe and Morgan Stanley & Co. International plc, as lead managers of the several underwriters named in Schedule A thereto 4.1 Indenture, dated as of August 9, 2016, among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 9, 2016 File No. 1-8002 and incorporated in this document by reference). 4.2 Fifth Supplemental Indenture, dated as of December 1, 2025 , among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. 5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. 5.2 Opinion of Linklaters LLP. 23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1 above). 23.2 Consent of Linklaters LLP (contained in Exhibit 5.2 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: December 1, 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