UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported):
August
29, 2006
________________________________________
THERMO
ELECTRON CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-8002
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04-2209186
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification
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Incorporation)
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Number)
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81
Wyman Street, P.O. Box 9046
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Waltham,
Massachusetts
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02454-9046
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781)
622-1000
(Registrant’s
telephone number
including
area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
THERMO
ELECTRON CORPORATION
Item
1.01. Entry
into a Material Definitive Agreement.
On
August 29, 2006, Thermo Electron Corporation (the “Company”) entered into a
credit agreement relating to a five-year unsecured revolving credit facility
(the “Credit Agreement”) in the principal amount of up to $1 billion (the
“Aggregate Commitment”), with an optional $500 million increase, among the
Company, as borrower, Bank of America, N.A., as administrative agent and
swing
line lender, Bank of America, N.A. and Barclays Bank PLC, as L/C issuers,
the
several banks and other financial institutions or entities from time to time
parties thereto (initially consisting of ABN-AMRO Bank NV, Deutsche Bank
AG New
York Branch, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, The Bank
of
Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Calyon New York Branch, HSBC Bank
USA,
National Association, KeyBank National Association, Sumitomo Mitsui Banking
Corporation, Banca Intesa S.p.A., Mizuho Corporate Bank (USA), ING Capital
LLC,
William Street Commitment Corporation, Bank of China, New York Branch, and
Nordea Bank Finland PLC), as lenders, Banc of America Securities LLC and
Barclays Capital, as joint lead arrangers and joint book managers, Barclays
Bank
PLC, as syndication agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities,
Inc., and JP Morgan Chase Bank, N.A., as documentation agents.
The
effectiveness of the Credit Agreement (the “Effective Date”) is conditioned on,
among other things, the consummation of the merger of Trumpet Merger
Corporation, a direct, wholly-owned subsidiary of the Company, with and into
Fisher Scientific International Inc. (with Fisher Scientific International,
Inc., in its capacity as the surviving corporation of the merger, being referred
to in this Report as “Fisher”), pursuant to the Agreement and Plan of Merger,
dated as of May 7, 2006, among the Company, Fisher and Trumpet Merger
Corporation. If the Effective Date occurs after December 31, 2006, the Company
has agreed to pay a quarterly ticking fee equal to 0.05% per annum of the
Aggregate Commitment for the period from January 1, 2007 through the earlier
of
the Effective Date or February 28, 2007 and 0.10% per annum of the Aggregate
Commitment for the period from March 1, 2007 through the earlier of the
Effective Date or May 7, 2007. If the merger is not consummated by May 7,
2007,
the commitment terminates.
The
new credit facility may be used by the Company to refinance certain existing
credit facilities of the Company and Fisher and to provide financing for
working
capital, capital expenditures and other general corporate purposes. Pursuant
to
the terms of the Credit Agreement, the Company is permitted to borrow funds
from
the Lenders up to the Aggregate Commitment with a $250 million sublimit for
letters of credit. Amounts outstanding under the Credit Agreement bear interest
at a rate equal to, at the Company’s option, the British Bankers Association
LIBOR rate plus a margin rate ranging from 0.19% to 0.60% based on the rating
of
the Company’s non-credit-enhanced, senior unsecured long-term debt or
the higher of the Federal Funds Rate plus 0.50% and the prime rate announced
by
Bank of America, N.A. Borrowings may be made in United States Dollars and
specified alternative currencies. In addition, the Company has agreed to
pay a
quarterly facility fee ranging from 0.06% to 0.15% per annum of the Aggregate
Commitment. Any outstanding loans under the Credit Agreement mature at the
latest on August 29, 2011, unless extended pursuant to the terms of the Credit
Agreement.
After
the Effective Date, certain foreign subsidiaries of the Company may become
borrowers under the Credit Agreement and each will be severally liable for
the
obligations under the Credit Agreement. In addition, as of the Effective
Date,
Fisher will unconditionally guarantee the obligations of the Company under
the
Credit Agreement and each of the Company and Fisher will unconditionally
guarantee the obligations of such additional borrowers under the Credit
Agreement.
The
obligations of the Company and any additional borrower under the Credit
Agreement may be accelerated upon the occurrence of an event of default under
the Credit Agreement, which includes customary events of default including,
without limitation, payment defaults, defaults in the performance of affirmative
and negative covenants, the inaccuracy of representations or warranties,
bankruptcy and insolvency related defaults, defaults relating to such matters
as
uninsured judgments, ERISA, and the failure to pay specified indebtedness,
and a
change of control default.
In
addition, the Credit Agreement contains affirmative, negative and financial
covenants customary for financings of this type. The negative covenants include
restrictions on liens, indebtedness of subsidiaries of the Company, fundamental
changes, and dispositions of property. The financial covenants include
debt-to-capital ratios of the Company.
The
forgoing description of the Credit Agreement does not purport to be complete
and
is qualified in its entirety by reference to the full text of the Credit
Agreement, which is filed with this report as Exhibit 99.1 and is incorporated
herein by reference.
In
the ordinary course of business, certain of the lenders under the Credit
Agreement and their affiliates have provided, and may in the future provide,
investment banking, commercial banking, cash management, foreign exchange
or
other financial services to the Company for which they have received
compensation and may receive compensation in the future. ABN AMRO Bank, N.V.,
Barclays Bank PLC, The Bank of Tokyo-Mitsubishi Trust Company, JPMorgan Chase
Bank, N.A., Banca Intesa SpA, BNP Paribas, and Key Bank, N.A. are lenders
under
the five-year $175 million unsecured European credit facility guaranteed
by the
Company. Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A.,
ABN AMRO Bank, N.V., Key Bank, N.A., Banca Intesa SpA, Nordea Bank Finland
PLC
and The Bank of Tokyo-Mitsubishi Trust Company are lenders under the Company's
five-year $250 million revolving credit facility expiring in December 2009.
Barclays Bank PLC is the lender to the Company under a $150 million short-term
uncommitted credit facility. JPMorgan Chase Bank, N.A. also provides the
Company
with an uncommitted line of credit of up to $250 million in aggregate principal
amount through a series of short-term money market loans funded on an ongoing
basis in the secondary market, and serves as trustee under the Indenture
for the
Company's 5% Senior Notes due 2015.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 above with respect to the Credit Agreement
is
incorporated herein in its entirety.
Item
9.01. Financial
Statements and Exhibits.
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(d)
Exhibits.
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No.
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Description
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99.1
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Credit
Agreement among the Company, as borrower, Bank of America, N.A.,
as
administrative agent and swing line lender, Bank of America,
N.A. and
Barclays Bank PLC, as L/C issuers, the several banks and other
financial
institutions or entities from time to time parties thereto, as
lenders,
Banc of America Securities LLC and Barclays Capital, as joint
lead
arrangers and joint book managers, Barclays Bank PLC, as syndication
agent, and ABN AMRO Bank, N.V., Deutsche Bank Securities, Inc.,
and JP
Morgan Chase Bank, N.A., as documentation
agents.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized, on this 1st day of September, 2006.
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THERMO
ELECTRON CORPORATION
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By:
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/s/
Kenneth J. Apicerno
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Name:
Kenneth J. Apicerno
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Title:
Treasurer
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September
1, 2006