Thermo Fisher Scientific 8-K

Summary

Senior-note issuance to help fund the pending Clario acquisition. On 2/12/2026, Thermo Fisher issued $3.8B in four series of senior notes; it expects ≈$3.76B in net proceeds, intended to cover part of the acquisition’s cash consideration.

Key Figures

• Principal amount, coupon and maturity: $1.0B at 4.215%, due 2/12/2031; $0.75B at 4.550%, due 6/15/2033; $1.3B at 4.902%, due 2/12/2036; and $0.75B at 5.546%, due 2/12/2046. The notes are general unsecured obligations.
• Net proceeds: ≈$3.76B after underwriting discounts and estimated offering expenses. Intended use is part of the cash consideration for the Clario acquisition; before closing, some proceeds may be used for general corporate purposes or held in short-term liquid investments.
• Change-of-control protection: if a change of control coincides with downgrades below investment grade by at least two of Moody’s, S&P and Fitch, the company may be required to offer to repurchase the notes at 101% of principal, plus accrued interest.

Investor Takeaways

• Clario’s closing, including receipt of applicable regulatory approvals, will determine when the proceeds can be applied to the acquisition.