Thermo Fisher prices $3.8B notes for Clario deal

Thermo Fisher Scientific Inc. has priced a US dollar‑denominated senior notes offering totaling $3.8 billion, with the transaction expected to close on or about February 12, 2026, subject to customary closing conditions. The company disclosed the deal on February 10, outlining four tranches with maturities ranging from 2031 to 2046.

The package includes $1.0 billion of 4.215% senior notes due 2031, $750 million of 4.550% notes due 2033, $1.3 billion of 4.902% notes due 2036, and $750 million of 5.546% notes due 2046. All but the 2033 tranche are being issued at 100% of principal; the 2033 notes are priced at 99.783% of face value. Interest on all series will be paid on a semi‑annual basis.

The offering is being made under Thermo Fisher’s effective shelf registration statement on Form S‑3ASR, filed with the U.S. Securities and Exchange Commission on February 24, 2025. A preliminary prospectus supplement and issuer free writing prospectus have already been filed, and a final prospectus supplement will be filed in connection with the offering.

Thermo Fisher said it intends to use the net proceeds from the notes primarily to pay a portion of the cash consideration for its pending acquisition of Clario Holdings, Inc. The company referred to this transaction as the “Clario Acquisition,” but did not provide additional financial terms of that deal in the debt announcement.

By issuing longer‑dated notes across four maturities, Thermo Fisher is positioning itself to fund the acquisition with fixed‑rate capital extending out to 2046. The structure spreads refinancing risk over time while locking in interest costs ahead of closing the Clario transaction.

The company did not indicate a specific expected closing date for the Clario Acquisition in this communication, framing the bond proceeds as a key element of its funding strategy once the transaction is completed.

Pending completion of the Clario deal, Thermo Fisher said it may use a portion of the net proceeds for general corporate purposes. These may include acquisitions of other companies or businesses, repayment and refinancing of debt, working capital, capital expenditures, or repurchases of outstanding equity securities.

Alternatively, the company may temporarily invest the proceeds in short‑term, liquid investments until they are deployed for their ultimate purpose. The flexibility outlined in the use‑of‑proceeds language is typical for large investment‑grade issuers funding strategic transactions while managing timing differences between capital raising and deal closures.

Thermo Fisher did not specify any immediate changes to its capital allocation framework beyond the stated priorities, nor did it provide updated financial guidance in connection with the notes offering.

Deutsche Bank Securities Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are acting as joint book‑running managers for the offering. The notes are being marketed to investors via the SEC‑registered prospectus and related supplements, in line with U.S. public debt issuance standards.

Thermo Fisher emphasized that prospective investors should review the issuer free writing prospectus, preliminary prospectus supplement, the base prospectus, and other filings available via the SEC’s EDGAR system for more complete information on the company and the securities being offered.