TMO · Thermo Fisher Scientific Inc.

Summary

Thermo Fisher Scientific Inc. issued $3.8 billion in aggregate principal amount of Senior Notes across four series (due 2031, 2033, 2036, and 2046) to fund a portion of the cash consideration for the previously announced acquisition of Clario Holdings, Inc. The Notes were issued pursuant to an Underwriting Agreement dated February 9, 2026, and a Thirtieth Supplemental Indenture dated February 12, 2026.

Key takeaways

• The Company issued $1.0 billion of 4.215% Senior Notes due 2031, $750 million of 4.550% Senior Notes due 2033, $1.3 billion of 4.902% Senior Notes due 2036, and $750 million of 5.546% Senior Notes due 2046.
• Net proceeds from the offering are expected to be approximately $3.76 billion after deducting underwriting discounts and estimated offering expenses.
• The Company intends to use the net proceeds to pay a portion of the cash consideration for the acquisition of Clario Holdings, Inc., subject to customary closing conditions.
• The Notes are general unsecured obligations ranking equally with existing and future unsecured unsubordinated indebtedness.
• The offering was conducted under an Underwriting Agreement dated February 9, 2026, with Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC acting as representatives.