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
Item 2.01 Completion of Acquisition or Disposition of Assets.
Consummation of the FLIR Acquisition
On
Merger Consideration. Upon the consummation of the FLIR Acquisition, each share
of common stock of FLIR, par value
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
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)
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
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
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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
Teledyne's Execution of Supplemental Indenture and Guarantee of FLIR Notes
As previously disclosed by FLIR, on
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
Item 8.01 Other Events.
TDY FLIR Supplemental Indenture to Guarantee Teledyne Notes
As previously disclosed, on
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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
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
On
On
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.
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(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 4, 2021 , by and amongTeledyne 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 Company's current report on Form 8-K dated as ofJanuary 2, 2021 (File No. 1-15295)). 10.1 Second Supplemental Indenture, dated as ofMay 14, 2021 , betweenTeledyne Technologies Incorporated ,Teledyne FLIR, LLC andU.S. Bank National Association , as trustee.* 10.2 Second Supplemental Indenture, dated as ofMay 14, 2021 , betweenTeledyne FLIR, LLC andU.S. Bank National Association , as trustee.* 10.3 Joinder Agreement ofTeledyne FLIR, LLC , dated as ofMay 14, 2021 , to Term Loan Credit Agreement dated as ofMarch 4, 2021 , by and amongTeledyne Technologies Incorporated , as borrower, the lenders party thereto andBank of America, N.A ., as administrative agent.* 10.4 Joinder Agreement ofTeledyne FLIR, LLC , dated as ofMay 14, 2021 , to Amended and Restated Credit Agreement dated as ofMarch 4, 2021 , by and amongTeledyne Technologies Incorporated , as a borrower and guarantor, the designated borrowers party thereto, the lenders party thereto andBank of America, N.A ., as administrative agent, swing line lender and L/C issuer.* 10.5 Joinder Agreement ofTeledyne FLIR, LLC , dated as ofMay 14, 2021 , to Amended and Restated Term Loan Credit Agreement dated as ofOctober 30, 2019 , by and amongTeledyne Technologies Incorporated and Teledyne Netherlands BV, as borrowers, the lenders party thereto andBank of America, N.A ., as administrative agent.* 99.1 Press Release, datedMay 14, 2021 , ofTeledyne Technologies Incorporated .* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.
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