THERMO FISHER SCIENTIFIC INC. 8-K

What Happened

• Thermo Fisher Scientific Inc. announced the public offering and issuance on February 12, 2026 of four series of senior unsecured notes totaling $3.8 billion: $1.0B 4.215% notes due 2031, $750M 4.550% notes due 2033, $1.3B 4.902% notes due 2036 and $750M 5.546% notes due 2046. The notes were issued under the company’s existing indenture (supplemented by a Thirtieth Supplemental Indenture) with The Bank of New York Mellon Trust Company, N.A. as trustee.
• The sale was managed by an underwriting group led by Deutsche Bank Securities, RBC Capital Markets, SMBC Nikko Securities America and Wells Fargo Securities. Thermo Fisher expects net proceeds of approximately $3.76 billion after fees and expenses and intends to use the proceeds to pay a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc.; proceeds may be used for general corporate purposes pending closing.

Key Details

• Total issuance: $3,800,000,000 across four series (2031, 2033, 2036, 2046 maturities); interest paid semi‑annually (2031/2036/2046 on Feb 12 & Aug 12 starting Aug 12, 2026; 2033 on Jun 15 & Dec 15 starting Jun 15, 2026).
• Redemption / call features: Company may redeem prior to specified “Par Call Dates” at the greater of 100% of principal or the present value of remaining payments discounted at Treasury Rate + specified spreads (2031 & 2033 = +10 bps; 2036 & 2046 = +15 bps); on/after Par Call Date redeemable at 100% plus accrued interest.
• Change‑of‑control protection: If a change of control occurs and the notes are downgraded below investment grade by at least two of Moody’s, S&P and Fitch, Thermo Fisher may be required to offer to repurchase the notes at 101% of principal plus accrued interest.
• Credit / ranking: Notes are general unsecured obligations, pari passu with other unsecured unsubordinated debt, senior to subordinated debt, effectively subordinated to secured debt and structurally subordinated to subsidiary debt. Indenture contains limited covenants (restrictions on liens on “Principal Properties,” certain sale‑leasebacks, and limits on mergers/sales of substantially all assets).

Why It Matters

• The transaction raises nearly $3.8B of long‑term debt to help fund the Clario acquisition, which is still subject to customary closing conditions and regulatory approvals. For investors, this increases Thermo Fisher’s outstanding unsecured debt and will add interest expense, but it provides immediate financing for a strategic acquisition. The maturities (2031–2046) spread repayment obligations over the long term, reducing near‑term refinancing pressure.
• Key protections (limited covenants, subordination to secured and subsidiary debt, and change‑of‑control repurchase rights) and the redemption terms are important for assessing credit and liquidity implications. Net proceeds and exact impact on leverage will depend on the final closing of the Clario deal and any other uses of proceeds disclosed by the company.