Davis Polk advised affiliates of each of J.P. Morgan Securities LLC and Barclays Capital Inc. in connection with the execution of forward sale agreements on approximately 29.6 million shares of Thermo Fisher Scientific Inc.’s common stock (NYSE: TMO) in connection with an SEC-registered offering of an equal number of shares. The approximately 29.6 million shares include approximately 3.9 million shares purchased by the underwriters pursuant to their over-allotment option. In connection with the forward sale agreements, J.P. Morgan Securities LLC and Barclays Capital Inc., each as agent for its respective affiliate, borrowed an aggregate of approximately 29.6 million shares of Thermo Fisher Scientific Inc.’s common stock (approximately 25.7 million shares, in the aggregate, in connection with base forward sale agreements and 3.9 million shares, in the aggregate, in connection with additional forward sale agreements executed in connection with the exercise by the underwriters of their over-allotment option) from third parties and sold these shares to the underwriters. The net proceeds of the offering (assuming physical settlement of the forward sale agreements at the initial forward sale price) are expected to be approximately $2.46 billion.
Thermo Fisher Scientific Inc. is the world leader in serving science. With revenues of $13 billion, Thermo Fisher has 39,000 employees and serves customers within pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as in environmental and process control industries.
The Davis Polk equity derivatives team included partner Mark M. Mendez, associate Barry J. Gewolb and summer associate Mo Zhou. All members of the Davis Polk team are based in the New York office.
