Approximately $6.6 billion of rated debt affected
New York, July 16, 2012 -- Moody's Investors Service downgraded the senior unsecured rating and all
rated senior unsecured notes of Thermo Fisher Scientific, Inc.
("Thermo Fisher") by one-notch to Baa1 from A3. Concurrently,
Moody's affirmed the Prime-2 rating on Thermo Fisher's
commercial paper program. The rating outlook is stable.
The downgrade of the ratings follows Thermo Fisher's announcement
that it will acquire One Lambda, Inc. for approximately $925
million and increase its share repurchase authorization for the remainder
of 2012 by $500 million. Moody's expects that Thermo
Fisher will raise an incremental $1.3 billion of debt to
fund the acquisition and share repurchases.
The One Lambda acquisition comes roughly a year after the company significantly
increased financial leverage to fund the acquisitions of Dionex and Phadia,
for total of about $5.5 billion. Since those acquisitions,
the company has also repurchased roughly $1 billion of its shares
and also initiated a regular cash dividend of about $200 million
per year. As a result of Thermo Fisher's appetite for acquisitions
and its use of free cash flow to fund share repurchases and dividends
in lieu of debt repayment, Moody's expects adjusted debt to
EBITDA will remain elevated, at around 3.0 times through
2013. "While Thermo Fisher continues to have the size,
market position and diversity of an A-rated company, the
company has consistently demonstrated financial policies that favor shareholders
at the expense of creditors" said Jessica Gladstone, Vice-President
and Senior Analyst at Moody's. "As a result,
we believe that Thermo Fisher's leverage and credit metrics—while
still solid-- no longer support a single-A rating"
added Gladstone.
Ratings downgraded:
Senior unsecured rating, to Baa1 from A3
Senior unsecured shelf, to (P)Baa1 from (P)A3
Subordinated shelf, to (P)Baa2 from (P)Baa1
Ratings affirmed:
Prime-2 commercial paper program
The outlook is stable.
RATINGS RATIONALE
The Baa1 rating reflects Thermo Fisher's leading position in the life
science market, as well as the company's product and end-user
market diversity. The credit profile benefits from the recurring,
predictable nature of about two thirds of revenue, which is generated
from the sale of consumables and services. As a result, the
company's revenue and cash flow has demonstrated resiliency throughout
economic cycles. The Baa1 rating is also supported by the company's
significant free cash flow and solid credit metrics. The ratings
are constrained by Thermo Fisher's aggressive appetite for acquisitions,
as well as its shareholder friendly financial policies, which Moody's
believes will prevent it from materially reducing leverage in the near-to-intermediate
term.
The stable rating outlook reflects Moody's expectation that Thermo Fisher
will continue to demonstrate low to mid-single digit organic revenue
growth and generate annual free cash flow after dividends of $1.3
to $1.4 billion. The stable outlook incorporates
the expectation that Thermo Fisher will continue to deploy free cash flow
to fund share repurchases and tuck-in acquisitions but that pro
forma leverage will be sustained between 2.5 to 3.0 times.
Moody's does not foresee an upgrade to Thermo Fiser's ratings given its
aggressive financial policies and elevated leverage. Over time,
if Thermo Fisher demonstrates a commitment to more conservative financial
policies, including sustaining adjusted debt/EBITDA below 2.5
times, Moody's could upgrade the ratings. Moody's could downgrade
the ratings if Thermo Fisher's financial policies become more aggressive,
including undertaking another large debt-funded acquisition.
If Thermo Fisher is expected to sustain leverage above 3.0 times,
Moody's could downgrade the ratings.
For further detail, please refer to www.moodys.com
for Moody's credit opinion on Thermo Fisher Scientific Inc. and
related entities.
The principal methodology used in rating Thermo Fisher Scientific Inc
was the Global Medical Products & Device Industry Methodology published
in October 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009. Please see the Credit Policy
page on www.moodys.com for a copy of these methodologies.
Thermo Fisher Scientific Inc., (NYSE:TMO) based in
Waltham, Massachusetts, is a diversified manufacturer and
distributor of analytical instruments, equipment, reagents
and consumables, and also provides software and services for research,
manufacturing, analysis, discovery and diagnostics.
For the twelve months ended March 31, 2012, Thermo Fisher
had revenues of about $12.1 billion.
REGULATORY DISCLOSURES
The Global Scale Credit Ratings on this press release that are issued
by one of Moody's affiliates outside the EU are endorsed by Moody's
Investors Service Ltd., One Canada Square, Canary Wharf,
London E 14 5FA, UK, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that has issued a particular Credit Rating is available on www.moodys.com.
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this announcement provides relevant regulatory disclosures in relation
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Jessica Gladstone
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
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Peter H. Abdill, CFA
MD - Corporate Finance
Corporate Finance Group
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Moody's downgrades Thermo Fisher to Baa1; outlook stable