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OFFON

TELEDYNE FLIR, LLC

(FLIR)
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FLIR SYSTEMS INC : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

05/14/2021 | 10:52am EST

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Mergers, Teledyne paid off all amounts outstanding (other than certain contingent reimbursement obligations with respect to outstanding letters of credit) under FLIR's Second Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of March 29, 2019, by and among FLIR, certain subsidiaries of FLIR, as designated borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and U.S. Bank National Association, as co-syndication agents, Citibank, N.A. and MUFG Union Bank, N.A., as co-documentation agents, and the other lenders party thereto. Effective upon such repayment, all commitments under the Credit Agreement and the Credit Agreement and all related loan documents (other than any provisions which expressly survive the termination thereof and the existing letters of credit issued under the Credit Agreement and any other agreements or documents in respect of such letters of credit) were terminated and became null and void.

The Credit Agreement is more fully described in FLIR's Current Report on Form 8-K filed on April 1, 2019 with the U.S. Securities and Exchange Commission ("SEC"), which description is incorporated herein by reference. The description of the Credit Agreement incorporated by reference is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

As provided in the Merger Agreement, upon consummation of Merger I, at the Effective Time:



     •    each share of common stock, $0.01 par value per share, of FLIR ("FLIR
          Common Stock") issued and outstanding immediately prior to the Effective
          Time (other than FLIR Common Stock owned or held (x) in treasury or
          otherwise by FLIR or any of its subsidiaries, (y) by Teledyne or any of
          its subsidiaries or (z) by any person who is entitled to demand and
          properly demands appraisal of such shares under Delaware law) was
          converted into the right to receive the merger consideration (the "Merger
          Consideration"), consisting of (i) $28.00 in cash, without interest, and
          (ii) 0.0718 validly issued, fully paid and non-assessable shares of
          common stock of Teledyne, par value $0.01 per share ("Teledyne Common
          Stock"), and, where applicable, cash in lieu of fractional shares;




     •    each FLIR stock option outstanding immediately prior to the Effective
          Time was cancelled and converted into the right to receive a cash payment
          equal to (x) the excess of $56.00 over the exercise price per share of
          such stock option, multiplied by (y) the number of shares of FLIR Common
          Stock subject to such stock option, less applicable tax withholdings;

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     •    each FLIR restricted stock unit subject solely to service-based vesting
          requirements ("RSU") granted prior to the date of the Merger Agreement
          that was outstanding immediately prior to the Effective Time was
          converted into the right to receive $56.00 in cash in respect of each
          share of FLIR Common Stock subject to such RSU;




     •    each RSU awarded after the date of the Merger Agreement that was
          outstanding immediately prior to the Effective Time and was held by
          (x) any FLIR director, (y) any FLIR officer who is subject to the
          reporting requirements of Section 16(a) of the Securities Exchange Act of
          1934, as amended (the "Exchange Act"), with respect to FLIR or (z) an
          executive of FLIR who has a "change of control" agreement (in each case,
          an "Accelerated RSU Holder") was converted into the right to receive
          $56.00 in cash in respect of each share of FLIR Common Stock subject to
          such RSU;




     •    each RSU awarded after the date of the Merger Agreement that was
          outstanding immediately prior to the Effective Time and was held by any
          individual who is not an Accelerated RSU Holder was converted into a
          restricted stock unit with respect to a number of shares of Teledyne
          Common Stock (each, an "Adjusted RSU") equal to the product obtained by
          multiplying (x) the total number of shares of FLIR Common Stock subject
          to such RSU immediately prior to the Effective Time by (y) 0.1436, with
          any fractional shares to be paid in cash. Upon conversion, each such
          Adjusted RSU is otherwise subject to the same terms and conditions
          applicable to the corresponding RSU under the applicable FLIR equity plan
          and the applicable award agreement under which the RSU was issued,
          including vesting terms; and




     •    each FLIR restricted stock unit subject to service-based and
          performance-based vesting requirements ("PRSU") granted prior to the date
          of the Merger Agreement that was outstanding immediately prior to the
          Effective Time was converted into the right to receive $56.00 in cash in
. . .

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule

           Standard; Transfer of Listing.


The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, FLIR notified the Nasdaq Global Select Market ("NASDAQ") of the consummation of Merger I and requested that NASDAQ file with the SEC a notification of removal from listing on Form 25 in order to delist FLIR Common Stock from NASDAQ and deregister FLIR Common Stock under Section 12(b) of the Exchange Act. The Surviving Corporation intends to file with the SEC a certification on Form 15 requesting that FLIR's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

At the Effective Time, all shares of FLIR Common Stock issued and outstanding immediately prior to the Effective Time (other than FLIR Common Stock owned or held (x) in treasury or otherwise by FLIR or any of its subsidiaries, (y) by Teledyne or any of its subsidiaries or (z) by any person who is entitled to demand and properly demands appraisal of such shares under Delaware law, which were cancelled and ceased to exist) were converted into the right to receive the Merger Consideration and were cancelled and ceased to exist.

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 5.01. Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, as contemplated by the Merger Agreement, Merger Sub I merged with and into FLIR, with FLIR continuing as the surviving entity and wholly owned subsidiary of Teledyne, and immediately thereafter, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity. The aggregate consideration payable by Teledyne was approximately $8.2 billion including net debt, the cash portion of which Teledyne funded with the proceeds of its debt financing, including a bond offering completed in March 2021, a term loan credit agreement and its amended and restated credit agreement, and cash on hand.

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain

           Officers; Compensatory Arrangements of Certain Directors.


The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Each of FLIR's directors resigned from his or her respective position as a member of the board of directors of FLIR and from any and all committees thereof effective immediately prior to the Effective Time and the directors of Merger Sub I became the directors of the Surviving Corporation as of the Effective Time. At the Effective Time, all of FLIR's officers ceased to be officers of FLIR and the officers of Merger Sub I became the officers of the Surviving Corporation. Following the consummation of Merger II, Robert Mehrabian, Edwin Roks, Melanie S. Cibik and Jason VanWees will be directors of Teledyne FLIR and the following persons will be executive officers of Teledyne FLIR:



Name                     Title
Robert Mehrabian         Executive Chairman
Edwin Roks               President and Chief Executive Officer
Jason VanWees            Executive Vice President
Todd Booth               Senior Vice President and Chief Financial Officer
Susan L. Main            Senior Vice President
Melanie S. Cibik         Senior Vice President, General Counsel, Chief Compliance
                         Officer and Secretary

Item 8.01. Other Events.

As previously announced, FLIR's board of directors declared a quarterly cash dividend of $0.17 per share on FLIR Common Stock payable on June 4, 2021 to shareholders of record as of the close of business on May 21, 2021. Since the Closing Date has occurred prior to May 21, 2021, the dividend will not be paid.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
  No.                                    Description

 2.1          Agreement and Plan of Merger, dated as of January 4, 2021, by and
            among Teledyne Technologies Incorporated, Firework Merger Sub I, Inc.,
            Firework Merger Sub II, LLC and FLIR Systems, Inc. (incorporated by
            reference to Exhibit 2.1 to the Current Report on Form 8-K filed on
            January 6, 2021 (File Number 000-21918)).

10.1          Second Amended and Restated Credit Agreement, dated as of March 29,
            2019, by and among FLIR Systems, Inc., certain subsidiaries of FLIR
            Systems, Inc., as designated borrowers, Bank of America, N.A., as
            administrative agent, JPMorgan Chase Bank, N.A. and U.S. Bank National
            Association, as co-syndication agents, Citibank, N.A. and MUFG Union
            Bank, N.A., as co-documentation agents, and the other lenders party
            thereto (incorporated by reference to Exhibit 10.1 to the Current
            Report on Form 8-K filed on April 1, 2019 (File Number 000-21918)).

104         Cover Page Interactive Data File (the cover page XBRL tags are
            embedded within the Inline XBRL document).

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