Teledyne Technologies Inc 8-K, filed May 14, 2021
Teledyne Technologies Inc (TDY)
About this 8-K
Teledyne Technologies Inc filed this 8-K on May 14, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into Material Definitive Agreement. |
The information set forth below under Item 2.01 of this Current Report on Form 8-K with respect to the execution by Teledyne Technologies Incorporated (“Teledyne” or the “Company”) of the FLIR Second Supplemental Indenture (as defined below) is hereby incorporated into this Item 1.01 by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Consummation of the FLIR Acquisition
On May 14, 2021, Teledyne completed its acquisition of FLIR Systems, Inc., a Delaware corporation (“FLIR”), pursuant to the Agreement and Plan of Merger dated January 4, 2021 (the “Merger Agreement”), among Teledyne, FLIR, Firework Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Teledyne (“Merger Sub I”), and Firework Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Teledyne (“Merger Sub II”), that provided for a two-step merger that would result in FLIR becoming a wholly owned subsidiary of Teledyne (the “FLIR Acquisition”). In connection with the consummation of the FLIR Acquisition, Merger Sub II, as the surviving company of the mergers, was renamed Teledyne FLIR, LLC (“TDY FLIR”).
Merger Consideration. Upon the consummation of the FLIR Acquisition, each share of common stock of FLIR, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the mergers received (i) $28.00 per share in cash and (ii) 0.0718 of a share of common stock of Teledyne, par value $0.01 per share (“Teledyne Common Stock”), with cash paid in lieu of fractional shares.
The issuance of shares of Teledyne Common Stock in connection with the FLIR Acquisition was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-253859), as amended, declared effective by the Securities and Exchange Commission on April 12, 2021. The joint proxy statement/prospectus included in the registration statement contains additional information about the FLIR Acquisition, the Merger Agreement and the transactions contemplated thereby.
FLIR Stock Options. Pursuant to the Merger Agreement, upon the consummation of the FLIR Acquisition, each outstanding option to purchase FLIR shares, whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the mergers (“FLIR Stock Options”), was cancelled and the holder of each FLIR Stock Option received an amount in cash equal to the product of (i) the excess, if any, of (x) $56.00 over (y) the exercise price of such FLIR Stock Option, multiplied by (ii) the number of FLIR shares subject to such FLIR Stock Option, less applicable tax withholdings. In the event the per-share exercise price of a FLIR Stock Option was equal to or greater than $56.00, such FLIR Stock Option was cancelled as of the effective time without payment.
FLIR Service-based Restricted Stock Units. Upon the consummation of the FLIR Acquisition, each FLIR restricted stock unit that was subject only to service-based vesting requirements and was (i) granted prior to the date of the Merger Agreement or (ii) was issued after the date of the Merger Agreement and was held by certain FLIR insiders, in each case, that was outstanding immediately prior to the effective time of the mergers (each, a “FLIR RSU”) was vested and cancelled, and the holder of such FLIR RSU received $56.00 in respect of each FLIR share subject to such FLIR RSU.
FLIR Service-based Restricted Stock Units issued in 2021. Upon the consummation of the FLIR Acquisition, each FLIR restricted stock unit that (i) was subject only to service-based vesting requirements, (ii) was issued after the date of the Merger Agreement, (iii) was not held by certain FLIR insiders and (iv) was outstanding immediately prior to the effective time (each, a “2021 FLIR RSU”) was assumed by Teledyne and converted automatically into a restricted stock unit with respect to a number of shares of Teledyne Common Stock equal to the product obtained by multiplying (x) the total number of FLIR shares subject to such 2021 FLIR RSU immediately prior to the effective time by (y) 0.1436, with any fractional shares to be paid in cash.
FLIR Performance-based Restricted Stock Units. At the effective time, each FLIR restricted stock unit that (i) was granted prior to the date of the Merger Agreement, (ii) was subject to service-based and performance-based vesting requirements and (iii) was outstanding immediately prior to the effective time of the mergers (each, a “FLIR PRSU”) was vested and cancelled, with certain adjustments related to the satisfaction of the relevant performance criteria, and the holder of such FLIR PRSU received $56.00 in respect of each FLIR share subject to such FLIR PRSU.
The foregoing description of the FLIR Acquisition and the Merger Agreement does not purport to be complete and is qualified in its entirety by the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and is incorporated by reference herein.
Teledyne funded the aggregate cash purchase price of approximately $8.2 billion with (i) approximately $2.97 billion of net proceeds from the previously announced sale of its senior unsecured notes, consisting of $300,000,000 0.650% Notes due 2023, $450,000,000 0.950% Notes due 2024, $450,000,000 1.600% Notes due 2026, $700,000,000 2.250% Notes due 2028, and $1,100,000,000 2.750% Notes due 2031 (the “Teledyne Notes”), (ii) borrowings of $1.0 billion under the Term Loan Credit Agreement dated as of March 4, 2021 by and among Teledyne, the lenders party thereto and Bank of America, N.A., as administrative agent (the “2021 Term Loan Credit Agreement”) and (iii) cash on hand.
Teledyne’s Execution of Supplemental Indenture and Guarantee of FLIR Notes
As previously disclosed by FLIR, on August 3, 2020, FLIR completed the sale of $500,000,000 aggregate principal amount of its 2.500% senior notes due August 1, 2030 (the “FLIR Notes”). The FLIR Notes were issued pursuant to an Indenture, dated as of August 3, 2020 (the “FLIR Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of August 3, 2020 (the “FLIR First Supplemental Indenture” and, together with the FLIR Base Indenture, the “FLIR Indenture”), between FLIR and U.S. Bank National Association, as trustee (the “FLIR Trustee”).
The FLIR Indenture requires TDY FLIR to assume the obligations of FLIR under the Indenture and the FLIR Notes upon the consummation of the FLIR Acquisition by executing and delivering a supplemental indenture to the FLIR Trustee. In connection with the closing of the FLIR Acquisition, on May 14, 2021, TDY FLIR executed a Second Supplemental Indenture to the FLIR Indenture, dated as of May 14, 2021 (the “FLIR Second Supplemental Indenture”), pursuant to which TDY FLIR has assumed the obligations under the FLIR Indenture and the FLIR Notes as required by the FLIR Indenture. Teledyne also executed the FLIR Second Supplemental Indenture to fully and unconditionally guarantee the FLIR Notes in connection with the FLIR Acquisition.
The description set forth above is qualified in its entirety by the FLIR Second Supplemental Indenture, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.
| Item 2.03 | Creation of Direct Financial Obligation. |
The information set forth in Item 2.01 above with respect to the guarantee of the FLIR Notes by Teledyne pursuant to the execution of the FLIR Second Supplemental Indenture is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.
| Item 7.01 | Regulation FD Disclosure. |
On May 14, 2021, Teledyne issued a press release announcing the completion of its acquisition of FLIR, which is furnished as Exhibit 99.1 to this current report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
| Item 8.01 | Other Events. |
TDY FLIR Supplemental Indenture to Guarantee Teledyne Notes
As previously disclosed, on March 22, 2021, Teledyne completed the public offer and sale of the Teledyne Notes. The Teledyne Notes were issued pursuant to an Indenture, dated as of March 22, 2021 (the “Teledyne Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of March 22, 2021 (the “Teledyne First Supplemental Indenture” and, together with the Teledyne Base Indenture, the “Teledyne Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Teledyne Trustee”).
The Teledyne Indenture requires that if the FLIR notes are still outstanding, promptly (and in any event not later than thirty days) after the consummation of the FLIR Acquisition, TDY FLIR will become a guarantor of the Teledyne Notes by executing and delivering a supplemental indenture to the Teledyne Trustee. In connection with the closing of the FLIR Acquisition, on May 14, 2021, TDY FLIR executed the Second Supplemental Indenture to the Teledyne Indenture (the “TDY FLIR Second Supplemental Indenture”), pursuant to which TDY FLIR became a guarantor of the Teledyne Notes as required by the Teledyne Indenture.
The description set forth above is qualified in its entirety by the TDY FLIR Second Supplemental Indenture, a copy of which is filed as Exhibit 10.2 to this report and is incorporated by reference herein.
Joinder of TDY FLIR to Teledyne Credit Agreements
In connection with the closing of the FLIR Acquisition, on May 14, 2021, TDY FLIR, as a guarantor, entered into a Joinder (the “2021 Term Loan Joinder”) to the 2021 Term Loan Credit Agreement. Pursuant to the terms of the 2021 Term Loan Joinder, TDY FLIR shall be deemed to be a party to the 2021 Term Loan Credit Agreement and a guarantor for all purposes thereunder.
On May 14, 2021, TDY FLIR, as a guarantor, entered into a Joinder (the “2021 Amended and Restated Credit Agreement Joinder”) to that certain Amended and Restated Credit Agreement dated as of March 4, 2021 by and among Teledyne, certain of its foreign subsidiaries, as designated borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (the “2021 Amended and Restated Credit Agreement”). Pursuant to the terms of the 2021 Amended and Restated Credit Agreement Joinder, TDY FLIR shall be deemed to be a party to the 2021 Amended and Restated Credit Agreement and a guarantor for all purposes thereunder.
On May 14, 2021, TDY FLIR, as a guarantor, entered into a Joinder (the “2019 Term Loan Joinder”) to that certain Amended and Restated Term Loan Credit Agreement dated as of October 30, 2019 by and among Teledyne, its subsidiary Teledyne Netherlands B.V., the lenders party thereto and Bank of America, N.A., as administrative agent, as amended by that certain First Amendment to Amended and Restated Term Loan Agreement dated as of January 19, 2021, as further amended by that certain Second Amendment to Amended and Restated Term Loan Agreement dated as of March 4, 2021 (as so amended, the “2019 Term Loan Credit Agreement”). Pursuant to the terms of the 2019 Term Loan Joinder, TDY FLIR shall be deemed to be a party to the 2019 Term Loan Credit Agreement and a guarantor for all purposes thereunder.
The descriptions set forth above are qualified in their entirety by the 2021 Term Loan Joinder, the 2021 Amended and Restated Credit Agreement Joinder and the 2019 Term Loan Joinder, copies of which are filed as Exhibits 10.3, 10.4 and 10.5, respectively, to this report and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
To be filed by amendment not later than 71 calendar days after the date this report is required to be filed.
(b) Pro Forma Financial Information.
To be filed by amendment not later than 71 calendar days after the date this report is required to be filed.
(d) Exhibits.
| * | Filed herewith. |
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 hereunto duly authorized.
| TELEDYNE TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Melanie S. Cibik | |
| Melanie S. Cibik | ||
| Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||
| Dated: May 14, 2021 | ||
Exhibit 10.1
Teledyne Technologies Incorporated,
Teledyne FLIR, LLC
and
U.S. Bank National Association,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 14, 2021
to the Indenture dated as of August 3, 2020
2.500% Notes due 2030
TABLE OF CONTENTS
| Page | ||||||
| 1. |
GENERALLY. | 2 | ||||
| 2. |
SUCCESSION TO INDENTURE | 2 | ||||
| 3. |
AGREEMENT TO GUARANTEE. | 2 | ||||
| 4. |
EXECUTION AND DELIVERY | 4 | ||||
| 5. |
RELEASE. | 4 | ||||
| 6. |
NO RECOURSE AGAINST OTHERS | 4 | ||||
| 7. |
TRUSTEE NOT RESPONSIBLE FOR RECITALS | 4 | ||||
| 8. |
HEADINGS, ETC | 4 | ||||
| 9. |
MULTIPLE COUNTERPARTS | 5 | ||||
| 10. |
GOVERNING LAW | 5 | ||||
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SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2021 (the “Supplemental Indenture”), between Teledyne FLIR, LLC (f/k/a Firework Merger Sub II, LLC), a Delaware limited liability company (“TDY FLIR”), as successor by merger to FLIR Systems, Inc., a Delaware corporation (the “Company”), Teledyne Technologies Incorporated, a Delaware corporation (the “Parent Guarantor”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of August 3, 2020 (the “Base Indenture”), as supplemented by the First Supplemental Indenture thereto, dated as of August 3, 2020 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), providing for the issuance by the Company of its 2.500% unsecured senior notes due 2030 (the “Notes”);
WHEREAS, Section 9.01(a) of the Base Indenture provides that, without the consent of any Holders of the Notes, the Company and the Trustee may enter into one or more supplemental indentures to evidence the succession of another Person to the Company under the Indenture and the assumption by such successor of the obligations of the Company under the Indenture (the “Assumption and Succession”);
WHEREAS, Section 6.01 of the First Supplemental Indenture provides that the Company shall not consolidate with or merge into any other Person or convey, sell, transfer or lease (as lessor) its properties and assets as, or substantially as, an entirety to any Person unless, among other things, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company as, or substantially as, an entirety shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Notes and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed;
WHEREAS, Section 8.02 of the Base Indenture provides that upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the “Company” therein, and thereafter, the Company shall be discharged from all obligations and covenants under the Indenture and the Notes;
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WHEREAS, the Company entered into an Agreement and Plan of Merger, dated as of January 4, 2021, by and among the Company, Parent Guarantor, Firework Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent Guarantor (“Merger Sub I”) and Firework Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent Guarantor (“Merger Sub II”), pursuant to which (i) Merger Sub I will be merged with and into the Company, with the Company as the surviving corporation in accordance with the Delaware General Corporation Law (“Merger I”), and immediately thereafter (ii) Parent Guarantor will cause the Company, as the surviving corporation in Merger I, to merge with and into Merger Sub II, with Merger Sub II (to be renamed TDY FLIR), as the surviving company in such merger (“Merger II”) (collectively, the “Transactions”);
WHEREAS, each of the Company and TDY FLIR has duly authorized the execution and delivery of this Second Supplemental Indenture to provide for the Assumption and Succession;
WHEREAS, Section 9.01(k) of the Base Indenture provides that, without the consent of any Holders of the Notes, the Company and the Trustee may enter into one or more supplemental indentures to add one or more guarantors with respect to the Notes as parties to the Indenture;
WHEREAS, the Parent Guarantor is not under any obligation to guarantee any of the Company’s or TDY FLIR’s obligations under the Notes or the Indenture but in connection with the Transactions desires to guarantee unconditionally all of TDY FLIR’s obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein;
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Parent Guarantor, TDY FLIR and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, TDY FLIR and the Parent Guarantor covenant and agree with the Trustee, for the equal and ratable benefit of the Holders of the Notes, that the Indenture is supplemented and amended, to the extent expressed herein as follows:
1. Generally.
(a) Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Indenture.
(b) The rules of construction set forth in the Indenture shall be applied hereto as if set forth in full herein.
2. Succession to Indenture. As of the effective time of the consummation of Merger II, TDY FLIR hereby assumes the due and punctual payment of the principal of and any premium and interest on the Notes and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed and hereby succeeds to, and is substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if TDY FLIR had been named as the Company in the Indenture.
3. Agreement to Guarantee.
(a) The Parent Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns (the “Guarantee”) on an unsecured, unsubordinated basis and equal in right of payment to all existing and future unsecured, unsubordinated indebtedness of the Parent Guarantor, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of TDY FLIR hereunder or thereunder, the punctual payment when due of all monetary obligations of TDY FLIR under the Indenture and the Notes, whether for principal of or interest on the Notes.
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(b) The Parent Guarantor hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against TDY FLIR, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Parent Guarantor.
(c) The Parent Guarantor, subject to Section 5.07 of the Indenture, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of TDY FLIR, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.
(d) The Parent Guarantor agrees that if any Holder or the Trustee is required by any court or otherwise to return to TDY FLIR, the Parent Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to any of TDY FLIR or the Parent Guarantor, any amount paid by any of them to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) The Parent Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(f) The Parent Guarantor agrees that (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Parent Guarantor for the purpose of this Guarantee.
(g) The Parent Guarantor confirms that the maximum aggregate amount guaranteed hereunder, after giving effect to all other contingent and fixed liabilities of the Parent Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
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4. Execution and Delivery. The Parent Guarantor agrees that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
5. Release.
(a) The Parent Guarantor shall be automatically released and relieved of any obligations under its Guarantee:
(i) upon Legal Defeasance or Covenant Defeasance as permitted under the Indenture, or if TDY FLIR’s obligations under the Indenture are discharged in accordance with the terms of the Indenture in respect of such series of Notes; or
(ii) on the date upon which TDY FLIR ceases to be a Subsidiary of the Parent Guarantor, or upon the sale of the properties and assets of TDY FLIR as, or substantially as, an entirety to any other Person (other than to any Subsidiary of the Parent Guarantor that is organized or established under the laws of the United States of America, any State thereof or the District of Columbia).
(b) Upon delivery by TDY FLIR to the Trustee of an Officers’ Certificate to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of the Parent Guarantor under this Section 5 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of the Parent Guarantor from its obligations under its Guarantee. If the Parent Guarantor is not released from its obligations under the Guarantee, the Parent Guarantor shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes.
(c) If the Parent Guarantor is released from its obligations hereunder pursuant to this Section 5, it shall cease to be the “Parent Guarantor” as defined in and for purposes hereof.
6. No Recourse Against Others. Pursuant to Section 1.14 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Parent Guarantor shall have any liability for any obligations of the Parent Guarantor under the Notes, the Indenture, the Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation.
7. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Parent Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.
8. Headings, etc. The headings of Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
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9. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed copy shall be deemed an original, but all of them together represent one and the same agreement.
10. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed all as of the date and year first written above.
| TELEDYNE TECHNOLOGIES INCORPORATED | ||
| By: | /s/ Stephen F. Blackwood | |
| Name: Stephen F. Blackwood | ||
| Title: Senior Vice President and Treasurer | ||
| TELEDYNE FLIR, LLC | ||
| By: | /s/ Stephen F. Blackwood | |
| Name: Stephen F. Blackwood | ||
| Title: Senior Vice President and Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Linda A. McConkey | |
| Name: Linda A. McConkey | ||
| Title: Vice President | ||
[Signature Page to Second Supplemental Indenture]
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Exhibit 10.2
Teledyne FLIR, LLC
and
U.S. Bank National Association,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 14, 2021
to the Indenture dated as of March 22, 2021
0.650% Notes due 2023
0.950% Notes due 2024
1.600% Notes due 2026
2.250% Notes due 2028
2.750% Notes due 2031
TABLE OF CONTENTS
| 1. |
GENERALLY | 1 | ||||
| 2. |
AGREEMENT TO GUARANTEE | 1 | ||||
| 3. |
EXECUTION AND DELIVERY | 3 | ||||
| 4. |
GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS | 3 | ||||
| 5. |
RELEASE | 3 | ||||
| 6. |
NO RECOURSE AGAINST OTHERS | 3 | ||||
| 7. |
TRUSTEE NOT RESPONSIBLE FOR RECITALS | 4 | ||||
| 8. |
HEADINGS, ETC. | 4 | ||||
| 9. |
MULTIPLE COUNTERPARTS | 4 | ||||
| 10. |
GOVERNING LAW | 4 |
i
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2021 (the “Supplemental Indenture”), between Teledyne FLIR, LLC, a Delaware limited liability company (the “Guarantor”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
RECITALS:
WHEREAS, Teledyne Technologies Incorporated, a Delaware corporation (the “Company”) has executed and delivered to the Trustee an Indenture, dated as of March 22, 2021 (the “Indenture”), as supplemented by the First Supplemental Indenture thereto, dated as of March 22, 2021 (the “First Supplemental Indenture”) providing for the issuance by the Company of its 0.650% Notes due 2023 (the “2023 Notes”), 0.950% Notes due 2024 (the “2024 Notes”), 1.600% Notes due 2026 (the “2026 Notes”), 2.250% Notes due 2028 (the “2028 Notes”) and 2.750% Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes, the 2024 Notes, the 2026 Notes and the 2028 Notes, the “Securities”);
WHEREAS, the Indenture provides that, under certain circumstances, the Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantor shall unconditionally guarantee all of the Company’s obligations under the Securities and the Indenture on the terms and conditions set forth herein;
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Guarantor and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Securities by the Holders thereof, the Guarantor covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders, that the Indenture is supplemented and amended, to the extent expressed herein as follows:
1. Generally.
(a) Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Indenture.
(b) The rules of construction set forth in the Indenture shall be applied hereto as if set forth in full herein.
2. Agreement to Guarantee.
(a) In accordance with the terms of Article 7 of the First Supplemental Indenture, the Guarantor jointly and severally, with any other Guarantors, and fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the obligations of the Company hereunder or thereunder, that:
(i) the principal of, premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Securities, if lawful (subject in all cases to any applicable grace period provided in the Indenture), and all other obligations of the
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Company to the Holders or the Trustee under the Securities or under the Indenture, including any obligations to repurchase Securities from the Holders, will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be jointly and severally obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) The Guarantor hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor.
(c) The Guarantor, pursuant to Section 7.02 of the First Supplemental Indenture, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and the Indenture.
(d) The Guarantor agrees that if any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to any of the Company or the Guarantors, any amount paid by any of them to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
(e) The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
(f) The Guarantor agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 5 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 5 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.
(g) If the Guarantor makes a payment under its Guarantee, the Guarantor shall have the right to seek contribution from any non-paying Guarantor, so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.
(h) The Guarantor confirms, pursuant to Section 7.02 of the First Supplemental Indenture, that the maximum aggregate amount guaranteed hereunder shall not exceed the maximum amount that can be hereby guaranteed without rendering this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
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3. Execution and Delivery. The Guarantor agrees that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.
4. Guarantor May Consolidate, etc., on Certain Terms.
(a) Except as set forth in Section 5 hereto, the Guarantor agrees that it may not sell, lease, transfer, convey or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not the Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless (1) immediately after giving effect to that transaction, no Default or Event of Default exists and (2) the Person acquiring the property in any such sale, lease, transfer, conveyance or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and assumes all the obligations of the Guarantor under the Indenture and the Guarantee pursuant to a supplemental indenture satisfactory to the Trustee.
(b) In case of any such consolidation, merger, sale, lease, transfer, conveyance or other disposition governed by Section 4(a)(2), above, upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Securities and the due and punctual performance of all of the covenants and conditions to be performed by the Guarantor pursuant to the Indenture, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as the Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. Any Guarantee so issued shall in all respects have the same legal rank and benefit under the Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Guarantees had been issued at the date of the execution hereof.
5. Release.
(a) The Guarantor shall be automatically released and relieved of any obligations under its Guarantee, (i) in connection with any sale or other disposition of all of the capital stock of the Guarantor, or all or substantially all of the Guarantor’s assets, to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Subsidiary of the Company required to deliver a Guarantee under Section 4.03 of the First Supplemental Indenture; (ii) upon Legal Defeasance or Covenant Defeasance as permitted under the Indenture; or (iii) upon release or discharge of all guarantees by the Guarantor of all other indebtedness of the Company, except a discharge or release by or as a result of payment under such guarantees of other indebtedness of the Company. In addition, if applicable, the Guarantor shall be automatically released and relieved of any obligations under its Guarantee in accordance with Section 4.03 of the First Supplemental Indenture.
(b) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of the Guarantor under this Section 5 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Guarantee. If the Guarantor is not released from its obligations under the Guarantee, the Guarantor shall remain liable for the full amount of principal of, premium, if any, and interest on the Securities and for any other obligations of the Company as provided in Article 7 of the First Supplemental Indenture.
6. No Recourse Against Others. Pursuant to Section 1.15 of the Indenture, no director, officer, employee, incorporator, stockholder, member, manager or partner of the Guarantor shall have any liability for any obligations of the Guarantor under the Securities, the Indenture, the Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation.
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7. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Guarantor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Securities.
8. Headings, Etc. The headings of Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
9. Multiple Counterparts. The parties may sign multiple counterparts of this Supplemental Indenture. Each signed copy shall be deemed an original, but all of them together represent one and the same agreement.
10. Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed all as of the date and year first written above.
| TELEDYNE FLIR, LLC, as Guarantor | ||
| By: | /s/ Stephen F. Blackwood | |
| Name: | Stephen F. Blackwood | |
| Title: | Senior Vice President and Treasurer | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Bradley E. Scarbrough | |
| Name: | Bradley E. Scarbrough | |
| Title: | Vice President | |
[Signature Page to Second Supplemental Indenture]
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Exhibit 10.3
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the “Agreement”) dated as of May 14, 2021 is by and between Teledyne FLIR LLC, a Delaware limited liability company (“Teledyne FLIR”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Term Loan Credit Agreement, dated as of March 4, 2021 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, the “Credit Agreement”), among Teledyne Technologies Incorporated, a Delaware corporation, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause Teledyne FLIR to become a “Guarantor” thereunder. Accordingly, Teledyne FLIR hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:
1. Teledyne FLIR hereby acknowledges, agrees and confirms that, by its execution of this Agreement, Teledyne FLIR will be deemed to be a party to the Credit Agreement and the “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of the Guarantor thereunder as if it had executed the Credit Agreement. Teledyne FLIR hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantor contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, Teledyne FLIR hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
2. Teledyne FLIR hereby represents and warrants to the Administrative Agent that Teledyne FLIR’s exact legal name and state of formation are as set forth on the signature pages hereto.
3. The address of Teledyne FLIR for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as Teledyne FLIR may from time to time notify the Administrative Agent in writing.
4. Teledyne FLIR hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by Teledyne FLIR under Article IV of the Credit Agreement upon the execution of this Agreement by Teledyne FLIR.
5. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
6. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[signature page follows]
IN WITNESS WHEREOF, Teledyne FLIR has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| TELEDYNE FLIR, LLC | ||
| By: | /s/ Susan L. Main | |
| Name: Susan L. Main | ||
| Title: Senior Vice President | ||
Acknowledged and accepted:
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Maurice Washington | |
| Name: Maurice Washington | ||
| Title: Vice President | ||
[Signature Page to Joinder (2021 Term Loan)]
Exhibit 10.4
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the “Agreement”) dated as of May 14, 2021 is by and between Teledyne FLIR, LLC, a Delaware limited liability company (“Teledyne FLIR”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Amended and Restated Credit Agreement dated as of March 4, 2021 (as amended, modified, supplemented and extended from time to time (the “Credit Agreement”), among Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), the Designated Borrowers identified therein, the Lenders identified therein and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause Teledyne FLIR to become a “Guarantor” thereunder. Accordingly, Teledyne FLIR hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:
1. Teledyne FLIR hereby acknowledges, agrees and confirms that, by its execution of this Agreement, Teledyne FLIR will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. Teledyne FLIR hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, Teledyne FLIR hereby jointly and severally together with the other Guarantor, guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby represents and warrants to the Administrative Agent that Teledyne FLIR’s exact legal name and state of formation are as set forth on the signature pages hereto.
3. The address of Teledyne FLIR for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as Teledyne FLIR may from time to time notify the Administrative Agent in writing.
4. Teledyne FLIR hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by Teledyne FLIR under Article IV of the Credit Agreement upon the execution of this Agreement by Teledyne FLIR.
5. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
6. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signature page follows]
IN WITNESS WHEREOF, Teledyne FLIR has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| TELEDYNE FLIR, LLC | ||
| By: | /s/ Susan L. Main | |
| Name: Susan L. Main | ||
| Title: Senior Vice President | ||
Acknowledged and accepted:
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Maurice Washington | |
| Name: Maurice Washington | ||
| Title: Vice President | ||
[Signature Page to Joinder (2021 Revolver)]
Exhibit 10.5
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the “Agreement”) dated as of May 14, 2021 is by and between Teledyne FLIR, LLC, a Delaware limited liability company (the “Material Subsidiary”), and Bank of America, N.A., in its capacity as Administrative Agent under that certain Amended and Restated Term Loan Credit Agreement, dated as of October 30, 2019 (as amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, the “Credit Agreement”), among Teledyne Technologies Incorporated, a Delaware corporation, the Designated Borrower party thereto, the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the Material Subsidiary to become a “Guarantor” thereunder. Accordingly, the Material Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders:
1. The Material Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Material Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The Material Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the Material Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
2. The Subsidiary hereby represents and warrants to the Administrative Agent that the Material Subsidiary’s exact legal name and state of formation are as set forth on the signature pages hereto.
3. The address of the Material Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as the Material Subsidiary may from time to time notify the Administrative Agent in writing.
4. The Material Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the Material Subsidiary under Article IV of the Credit Agreement upon the execution of this Agreement by the Material Subsidiary.
5. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
6. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[signature page follows]
IN WITNESS WHEREOF, the Material Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| TELEDYNE FLIR, LLC | ||
| By: | /s/ Susan L. Main | |
| Name: Susan L. Main | ||
| Title: Senior Vice President | ||
Acknowledged and accepted:
| BANK OF AMERICA, N.A., as Administrative Agent | ||
| By: | /s/ Maurice Washington | |
| Name: Maurice Washington | ||
| Title: Vice President | ||
[Signature page to Joinder (2019 Term Loan)]
Exhibit 99.1
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NEWSRELEASE
Teledyne Completes Acquisition of FLIR
THOUSAND OAKS, Calif. – May 14, 2021 – Teledyne Technologies Incorporated (NYSE:TDY) announced today the successful completion of the acquisition of FLIR Systems, Inc. (NASDAQ:FLIR). At each of the respective company’s special meeting of stockholders held on May 13, 2021, the stockholders approved and adopted merger proposals related to the Agreement and Plan of Merger dated January 4, 2021. FLIR will now be included in Teledyne’s Digital Imaging segment and operate under the name Teledyne FLIR.
Under the terms of the agreement, FLIR stockholders received $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, which implies a total purchase price of approximately $57.40 per FLIR share based on Teledyne’s closing price on May 13, 2021. The aggregate consideration for the transaction was approximately $8.2 billion, including net debt. Previously, Teledyne secured all permanent cash financing for the transaction with a weighted average borrowing cost of less than two percent.
Teledyne expects the acquisition to be immediately accretive to earnings, excluding transaction costs and purchase price accounting, and accretive to GAAP earnings in the first full calendar year following the acquisition.
Simultaneously, Teledyne announced the following executive promotions, effective today. Edwin Roks, current Vice President of Teledyne and President of Teledyne’s Digital Imaging Segment, is now Executive Vice President of Teledyne. Edwin will continue to serve as President of Teledyne’s Digital Imaging Segment, which now includes Teledyne FLIR. In addition, Todd Booth is promoted to Senior Vice President and Chief Financial Officer for the acquired Teledyne FLIR group of businesses.
“We appreciate the support from our stockholders, and I am delighted to welcome FLIR to the Teledyne family,” said Robert Mehrabian, Executive Chairman of Teledyne. “As a combined company, Teledyne FLIR will uniquely provide a full spectrum of imaging technologies and products spanning X-ray through infrared and from components to complete imaging systems. Teledyne FLIR will also provide a complete range of unmanned systems and imaging payload across all domains ranging from deep sea to deep space. Finally, I want to congratulate Edwin and Todd, whose promotions are very well deserved.”
Teledyne and FLIR filed the vote results for their respective special meetings of stockholders on a Form 8-K with the U.S. Securities and Exchange Commission on May 13, 2021.
About Teledyne
Teledyne Technologies is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations and businesses of Teledyne in the future. Forward-looking statements involve risks and uncertainties, are based on the current expectations of the management of Teledyne and are subject to uncertainty and changes in circumstances. Forward-looking statements generally are accompanied by words such as “estimate”, “project”, “predict”, “believes” or “expect”, that convey the uncertainty of future events or outcomes. All statements made in this communication that are not historical in nature should be considered forward-looking. By its nature, forward-looking information is not a guarantee of future performance or results and involves risks and uncertainties because it relates to events and depends on circumstances that will occur in the future.
Actual results could differ materially from these forward-looking statements. Many factors could change anticipated results, including: ongoing challenges and uncertainties posed by the COVID-19 pandemic for businesses and governments around the world; the inability to integrate FLIR successfully, to retain customers and key employees and to achieve operating synergies, including the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Teledyne and FLIR do business; the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; dilution related to the issuance of Teledyne stock in the acquisition to the holders of FLIR stock, which will result in Teledyne stockholders having lower ownership and voting interests in Teledyne than they currently have and exercising less influence over management; changes in relevant tax and other laws; the inability to develop and market new competitive products; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards; operating results of Teledyne FLIR being lower than anticipated; disruptions in the global economy; the spread of the COVID-19 virus resulting in production, supply, contractual and other disruptions, including facility closures and furloughs and travel restrictions; customer and supplier bankruptcies; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; cuts to defense spending resulting from existing and future deficit reduction measures or changes to U.S. and foreign government spending and budget priorities triggered by the COVID-19 pandemic; impacts from the United Kingdom’s exit from the European Union; uncertainties related to the policies of the new U.S. Presidential Administration, including tax policies; the imposition and expansion of, and responses to, trade sanctions and tariffs; escalating economic and diplomatic tension between China and the United States; the impact of higher inflation; semiconductor and other supply chain shortages; and threats to the security of our confidential and proprietary information, including cyber security threats. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production, including with respect to hydraulic fracturing, could further negatively affect our businesses that supply the oil and gas industry. Continued weakness in the commercial aerospace industry will negatively affect the markets of our commercial aviation businesses. In addition, financial market fluctuations affect the value of the Company’s pension assets. Changes in the policies of U.S. and foreign governments, including economic sanctions, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the Company participates. While the Company’s growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain customers and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign government policy changes or actions and exchange rate fluctuations.
Additional factors that could cause results to differ materially from those described above can be found in Teledyne’s 2020 Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and in other documents that Teledyne files with the SEC.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Teledyne does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
| Contact: | Jason VanWees | |
| (805) 373-4542 |