FLIR SYSTEMS, INC. (NASDAQ:FLIR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 29, 2019, FLIR Systems, Inc. (“FLIR”) entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), with certain subsidiaries, 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. The Second Amended and Restated Credit Agreement amended and restated the Company’s existing Amended and Restated Credit Agreement, dated as of May 31, 2016 (the “Existing Credit Agreement”).
The Second Amended and Restated Credit Agreement provides for a $650.0 million unsecured revolving credit facility, a $100.0 million unsecured term loan facility available in U.S. dollars, and a $150.0 million unsecured term loan facility available in Swedish kronor. In connection with the closing of the Second Amended and Restated Credit Agreement, FLIR made an initial borrowing of $100.0 million in revolving loans, $100.0 million in term loans in U.S. dollars, and the equivalent of $150.0 million in term loans in Swedish kronor. Additionally, FLIR repaid in full all outstanding amounts, consisting of revolving loans in an aggregate principal amount of $375.0 million, under the Existing Credit Agreement.
Under the Second Amended and Restated Credit Agreement, FLIR may designate its subsidiaries as additional designated borrowers. The Second Amended and Restated Credit Agreement will not initially be guaranteed by any subsidiaries. In the future, certain domestic subsidiaries, including domestic subsidiaries that guarantee other indebtednessin excess of $100.0 million in aggregate principal amount, may be required to become guarantors.
Amounts repaid under the revolving credit facility may be reborrowed. Amounts repaid under the term loan facilities may not be reborrowed. Any amounts outstanding under the Second Amended and Restated Credit Agreement will bear interest, at FLIR’s election, at either (A) the rate of interest paid for deposits in the relevant currency (the “Eurocurrency Base Rate”) plus an applicable margin between 1.000% and 1.375%, or (B) the highest of (i) the federal funds rate plus 0.500%, (ii) the prime lending rate of Bank of America, N.A. or (iii) the Eurocurrency Base Rate plus 1.000%, in each case plus an applicable margin between 0.000% and 0.375%, and FLIR will pay a commitment fee on the undrawn commitments under the Second Amended and Restated Credit Agreement at a rate between 0.125% and 0.200%, in each case, depending on its consolidated total leverage ratio. The revolving commitments and the term loans under the Second Amended and Restated Credit Agreement will mature on March 29, 2024.
Subject to certain conditions precedent, FLIR has the right at any time to increase the total amount of its commitments under the Second Amended and Restated Credit Agreement by an aggregate additional amount not to exceed $200.0 million. The provisions of the Second Amended and Restated Credit Agreement, including representations, warranties, covenants and events of default, are substantially similar to the Existing Credit Agreement and include customary affirmative and negative covenants and conditions to borrowing, as well as customary events of default, including but not limited to, the failure to pay interest, principal, fees or charges when due and payable, the failure to perform certain covenants or agreements, false or misleading representations, warranties or statements, cross-defaults, judgment defaults, the occurrence of a change of control, and bankruptcy or insolvency events.
Some of the financial institutions party to the Second Amended and Restated Credit Agreement and the Existing Credit Agreement and their respective affiliates have performed, and/or may in the future
perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for FLIR and its respective subsidiaries, for which they have received, and/or will receive, customary fees and commissions.
The foregoing description is qualified in its entirety by reference to the text of the Second Amended and Restated Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
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 under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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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.
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FLIR SYSTEMS INC Exhibit
EX-10.1 2 ex101secondamendedandresta.htm EXHIBIT 10.1 Exhibit Published CUSIP Number: 339718AH1U.S. Term Loan CUSIP: 339718AK4Dutch Term Loan CUSIP: 339718AL2SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as of March 29,…
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About FLIR SYSTEMS, INC. (NASDAQ:FLIR)
FLIR Systems, Inc. (FLIR) designs, develops, markets and distributes thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems and advanced threat-detection solutions. The Company’s segments include Surveillance, Instruments, Security, OEM & Emerging Markets, Maritime and Detection. Its Surveillance segment provides enhanced imaging and recognition solutions. Its Instruments segment provides devices that image, measure and assess thermal energy, gases and other environmental elements for industrial, commercial, and scientific applications under the FLIR and Extech brands. Its OEM & Emerging Markets segment provides thermal imaging camera cores and components. Its Maritime segment develops and manufactures electronics and imaging instruments. Its Security segment develops and manufactures a range of cameras and video recording systems. The Detection segment offers sensors, instruments and integrated platform solutions.
