Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on December 12, 2016, the boards of
Teledyne Technologies Incorporated (Teledyne) and e2v
technologies plc (e2v) announced that they had reached agreement
on the terms of a recommended cash offer by Teledyne (the
“Offer”), through a wholly-owned subsidiary, for the entire
issued and to be issued ordinary share capital of e2v (the
Acquisition). In connection with the Acquisition, the Company
entered into the financing arrangements described in this Item
1.01.
Teledyne Technologies Incorporated (Teledyne) and e2v
technologies plc (e2v) announced that they had reached agreement
on the terms of a recommended cash offer by Teledyne (the
“Offer”), through a wholly-owned subsidiary, for the entire
issued and to be issued ordinary share capital of e2v (the
Acquisition). In connection with the Acquisition, the Company
entered into the financing arrangements described in this Item
1.01.
Third Amendment to Amended and Restated Credit Agreement
On March 17, 2017, Teledyne entered into an amendment (the
Amendment) to its Amended and Restated Credit Agreement dated as
of March 1, 2013, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of December 4,
2015 and that certain Second Amendment to Amended and Restated
Credit Agreement dated as of January 17, 2017 (the Credit
Agreement).
Amendment) to its Amended and Restated Credit Agreement dated as
of March 1, 2013, as amended by that certain First Amendment to
Amended and Restated Credit Agreement dated as of December 4,
2015 and that certain Second Amendment to Amended and Restated
Credit Agreement dated as of January 17, 2017 (the Credit
Agreement).
The Amendment (i) increases the aggregate amount of priority
indebtedness (as defined in the Credit Agreement) that may be
incurred by subsidiaries of Teledyne from 15% of consolidated net
worth (as defined in the Credit Agreement) to 20% of consolidated
net worth and (ii) updates the definition for the audited
financial statements of Teledyne that is used in certain
representations in, and other provisions of, the Credit
Agreement, to refer to Teledynes audited financial statements for
its fiscal year ended January 1, 2017.
indebtedness (as defined in the Credit Agreement) that may be
incurred by subsidiaries of Teledyne from 15% of consolidated net
worth (as defined in the Credit Agreement) to 20% of consolidated
net worth and (ii) updates the definition for the audited
financial statements of Teledyne that is used in certain
representations in, and other provisions of, the Credit
Agreement, to refer to Teledynes audited financial statements for
its fiscal year ended January 1, 2017.
Term Loan Credit Agreement
On March 17, 2017, Teledyne and its subsidiary, Teledyne
Netherlands B.V., as borrowers, entered into a Term Loan Credit
Agreement with the several banks and other financial institutions
from time to time parties thereto as lenders, Bank of America,
N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner
Smith Incorporated, sole lead arranger and sole book manager (the
Term Loan Credit Agreement). to the Term Loan Credit Agreement,
the lenders thereunder have committed to make unsecured term
loans in an aggregate principal amount of up to $100 million.
Teledyne Brown Engineering, Inc., Teledyne Instruments, Inc.,
Teledyne Scientific Imaging, LLC and Teledyne LeCroy, Inc., each
of which is a subsidiary of Teledyne and a guarantor of the
indebtedness under the Credit Agreement and certain other
indebtedness of Teledyne, are also guarantors of the loans under
the Term Loan Credit Agreement. Teledyne is also a guarantor for
any loans made under the Term Loan Credit Agreement to Teledyne
Netherlands B.V.
Netherlands B.V., as borrowers, entered into a Term Loan Credit
Agreement with the several banks and other financial institutions
from time to time parties thereto as lenders, Bank of America,
N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner
Smith Incorporated, sole lead arranger and sole book manager (the
Term Loan Credit Agreement). to the Term Loan Credit Agreement,
the lenders thereunder have committed to make unsecured term
loans in an aggregate principal amount of up to $100 million.
Teledyne Brown Engineering, Inc., Teledyne Instruments, Inc.,
Teledyne Scientific Imaging, LLC and Teledyne LeCroy, Inc., each
of which is a subsidiary of Teledyne and a guarantor of the
indebtedness under the Credit Agreement and certain other
indebtedness of Teledyne, are also guarantors of the loans under
the Term Loan Credit Agreement. Teledyne is also a guarantor for
any loans made under the Term Loan Credit Agreement to Teledyne
Netherlands B.V.
Loans made under the Term Loan Credit Agreement mature on October
30, 2019. Interest accrues on the loans made under the Term Loan
Credit Agreement at variable rates which are, at the borrowers
option, tied to either a eurocurrency rate (as defined in the
Term Loan Credit Agreement), determined with reference to the
London Interbank Offered Rate (LIBOR) plus an applicable margin,
or a base rate (as defined in the Term Loan Credit Agreement)
determined with reference to the highest of the federal funds
rate plus 50 bps, Bank of America, N.A.s prime rate and the
eurocurrency rate plus 100 bps, in each case, plus an applicable
margin. Eurocurrency rate-based loans under the Term Loan Credit
Agreement have interest periods of one, two, three or six months,
as selected by the borrower. The applicable margin used in
determining the interest on both eurocurrency rate loans and base
rate loans are subject to change based on Teledynes consolidated
leverage ratio as defined in the Term Loan Credit Agreement.
30, 2019. Interest accrues on the loans made under the Term Loan
Credit Agreement at variable rates which are, at the borrowers
option, tied to either a eurocurrency rate (as defined in the
Term Loan Credit Agreement), determined with reference to the
London Interbank Offered Rate (LIBOR) plus an applicable margin,
or a base rate (as defined in the Term Loan Credit Agreement)
determined with reference to the highest of the federal funds
rate plus 50 bps, Bank of America, N.A.s prime rate and the
eurocurrency rate plus 100 bps, in each case, plus an applicable
margin. Eurocurrency rate-based loans under the Term Loan Credit
Agreement have interest periods of one, two, three or six months,
as selected by the borrower. The applicable margin used in
determining the interest on both eurocurrency rate loans and base
rate loans are subject to change based on Teledynes consolidated
leverage ratio as defined in the Term Loan Credit Agreement.
The commitments of the lenders to fund term loans under the Term
Loan Credit Agreement are subject to customary certain funds
provisions consistent with the United Kingdom City Code on
Takeovers and Mergers (the “Code”), and remain in effect until
the earlier of, among other things: (i) June 11, 2017; or (ii)
the date on which the scheme of arrangement or, if applicable,
the takeover offer under the Code with respect to the Acquisition
has become effective, wholly unconditional or has lapsed or been
terminated or withdrawn.
Loan Credit Agreement are subject to customary certain funds
provisions consistent with the United Kingdom City Code on
Takeovers and Mergers (the “Code”), and remain in effect until
the earlier of, among other things: (i) June 11, 2017; or (ii)
the date on which the scheme of arrangement or, if applicable,
the takeover offer under the Code with respect to the Acquisition
has become effective, wholly unconditional or has lapsed or been
terminated or withdrawn.
The Term Loan Credit Agreement contains customary representations
and covenants that are substantially similar to the
representations and covenants set forth in the Credit Agreement.
and covenants that are substantially similar to the
representations and covenants set forth in the Credit Agreement.
Similar to the events of default under the Credit Agreement, the
events of default under the Term Loan Credit Agreement include
but are not limited to (i) a default in the payment of principal
of the loans or, following a period of 5 business days, of
interest, fees and other amounts; (ii) a breach of certain of
Teledynes covenants or, following the expiration of a period of
30 days following knowledge or notice thereof, any other
covenants, under the Term Loan Credit Agreement; (iii) a breach
of any representations under the Term Loan Credit Agreement, (iv)
any payment default or any other event of default giving the
holder thereof the right to accelerate the maturity of
indebtedness of, or swap termination amount from, Teledyne or any
subsidiary if the total amount of such indebtedness or swap
termination amount exceeds $50 million; (v) events of bankruptcy,
insolvency or liquidation involving Teledyne or any of Teledynes
subsidiaries; (vi) the occurrence of a final judgment in amount
in excess of $50 million, net of insurance coverage, or that
would have a material adverse, effect (as defined in the Term
Loan Credit Agreement) rendered against Teledyne or any of
Teledynes subsidiaries, in each case, that is not vacated,
satisfied or stayed within 30 days; (vii) the failure to maintain
funding standards in ERISA-based plans and certain other
liabilities related to ERISA based plans that result in a
material adverse effect on Teledyne; (viii) the Term Loan Credit
Agreement or any related agreement ceases to be in effect or is
contested by any borrower or guarantor; or (ix) a change of
control (as defined in the Term Loan Credit Agreement) occurs.
events of default under the Term Loan Credit Agreement include
but are not limited to (i) a default in the payment of principal
of the loans or, following a period of 5 business days, of
interest, fees and other amounts; (ii) a breach of certain of
Teledynes covenants or, following the expiration of a period of
30 days following knowledge or notice thereof, any other
covenants, under the Term Loan Credit Agreement; (iii) a breach
of any representations under the Term Loan Credit Agreement, (iv)
any payment default or any other event of default giving the
holder thereof the right to accelerate the maturity of
indebtedness of, or swap termination amount from, Teledyne or any
subsidiary if the total amount of such indebtedness or swap
termination amount exceeds $50 million; (v) events of bankruptcy,
insolvency or liquidation involving Teledyne or any of Teledynes
subsidiaries; (vi) the occurrence of a final judgment in amount
in excess of $50 million, net of insurance coverage, or that
would have a material adverse, effect (as defined in the Term
Loan Credit Agreement) rendered against Teledyne or any of
Teledynes subsidiaries, in each case, that is not vacated,
satisfied or stayed within 30 days; (vii) the failure to maintain
funding standards in ERISA-based plans and certain other
liabilities related to ERISA based plans that result in a
material adverse effect on Teledyne; (viii) the Term Loan Credit
Agreement or any related agreement ceases to be in effect or is
contested by any borrower or guarantor; or (ix) a change of
control (as defined in the Term Loan Credit Agreement) occurs.
In the ordinary course of their respective businesses, certain of
the lenders and the other parties to the Term Loan Credit
Agreement and their respective affiliates have engaged, and may
in the future engage, in commercial banking, investment banking,
financial advisory or other services with Teledyne and its
affiliates for which they have in the past and/or may in the
future receive customary compensation and expense reimbursement.
the lenders and the other parties to the Term Loan Credit
Agreement and their respective affiliates have engaged, and may
in the future engage, in commercial banking, investment banking,
financial advisory or other services with Teledyne and its
affiliates for which they have in the past and/or may in the
future receive customary compensation and expense reimbursement.
The descriptions set forth above are qualified in their entirety
by the Amendment and the Term Loan Credit Agreement, copies of
which are filed as exhibits to this report and are incorporated
by reference herein.
by the Amendment and the Term Loan Credit Agreement, copies of
which are filed as exhibits to this report and are incorporated
by reference herein.
Item 7.01 Regulation FD Disclosure
As of March 20, 2017, each of the anti-trust and regulatory
conditions to the Acquisition have now been satisfied or waived.
A court hearing to approve the scheme of arrangement implementing
the Acquisition has been scheduled for March 27, 2017, and it is
expected that the scheme of arrangement will become effective on
March 28, 2017.
conditions to the Acquisition have now been satisfied or waived.
A court hearing to approve the scheme of arrangement implementing
the Acquisition has been scheduled for March 27, 2017, and it is
expected that the scheme of arrangement will become effective on
March 28, 2017.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit 10.1
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Third Amendment, dated as of March 17, 2017, to Amended
and Restated Credit Agreement dated as of March 1, 2013, by and among Teledyne Technologies Incorporated, certain subsidiaries of Teledyne as Designated Borrowers, certain subsidiaries of Teledyne as Guarantors, the Lender parties thereto and Bank of America, N.A. as Administrative Agent, Swing-Line Lender and L/C Issuer, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 4, 2015 and that certain Second Amendment to Amended and Restated Credit Agreement dated as of January 17, 2017. |
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Exhibit 10.2
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Term Loan Credit Agreement, dated as of March 17, 2017,
by and among Teledyne Technologies Incorporated and Teledyne Netherlands B.V., as borrowers, the several banks and other financial institutions from time to time parties thereto as lenders, Bank of America, N.A., as administrative agent, and Merrill Lynch, Pierce, Fenner Smith Incorporated, sole lead arranger and sole book manager |
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Notice to Non-UK e2v Shareholders
The Offer is not being made and will not be made, directly or
indirectly, in or into the United States or in any other
jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. Any and all
materials related to the Offer should not be sent or otherwise
distributed in or into the United States whether by use of the
United States mail or by any other means or instrumentality of
United States commerce (including, but without limitation, the
mail, facsimile transmission, telex, telephone and the Internet)
or any facility of a United States national securities exchange,
and the Offer cannot be accepted by any such use, means or
instrumentality, in or from within the United States.
Accordingly, no materials related to the Offer will be, and must
not be, sent or otherwise distributed in or into or from the
United States or, in their capacities as such, to custodians,
trustees or nominees holding shares of e2v for United States
persons, and persons receiving any such documents (including
custodians, nominees and trustees) must not distribute or send
them in, into or from the United States. Any purported acceptance
of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid. No shares of e2v are being
solicited from a resident of the United States and, if sent in
response by a resident of the United States, will not be
accepted. For the purposes of this paragraph, United States means
the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia.
indirectly, in or into the United States or in any other
jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. Any and all
materials related to the Offer should not be sent or otherwise
distributed in or into the United States whether by use of the
United States mail or by any other means or instrumentality of
United States commerce (including, but without limitation, the
mail, facsimile transmission, telex, telephone and the Internet)
or any facility of a United States national securities exchange,
and the Offer cannot be accepted by any such use, means or
instrumentality, in or from within the United States.
Accordingly, no materials related to the Offer will be, and must
not be, sent or otherwise distributed in or into or from the
United States or, in their capacities as such, to custodians,
trustees or nominees holding shares of e2v for United States
persons, and persons receiving any such documents (including
custodians, nominees and trustees) must not distribute or send
them in, into or from the United States. Any purported acceptance
of the Offer resulting directly or indirectly from a violation of
these restrictions will be invalid. No shares of e2v are being
solicited from a resident of the United States and, if sent in
response by a resident of the United States, will not be
accepted. For the purposes of this paragraph, United States means
the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia.
The availability of the Offer to e2v shareholders who are not
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to non-UK shareholders
will be contained in the Offer documentation. Neither the United
States Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer or
passed upon the completeness of this announcement or the Offer
documentation. Any representation to the contrary is a criminal
offense.
resident in and citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to non-UK shareholders
will be contained in the Offer documentation. Neither the United
States Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer or
passed upon the completeness of this announcement or the Offer
documentation. Any representation to the contrary is a criminal
offense.
Forward-Looking Statements Cautionary Notice
This Current Report on Form 8-K contains forward-looking
statements intended to qualify for the safe harbor from liability
under the Private Securities Litigation Reform Act of 1995, with
respect to managements beliefs about the Acquisition. These
statements involve risks and uncertainties, are based on the
current expectations of the management of e2v and Teledyne and
are subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include
statements about the expected timing and scope of the Acquisition
and all other statements in this report other than historical
facts. Forward-looking statements include, without limitation,
statements typically containing words such as intends, expects,
anticipates, targets, estimates and words of similar import. By
their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend 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 unanticipated issues associated
with the satisfaction of the conditions to the Offer. Additional
information concerning factors that could cause actual results to
differ materially from those projected in the forward-looking
statements is contained in Teledynes periodic filings with the
Securities and Exchange Commission, including its 2016 Annual
Report on Form 10-K. Teledyne undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise
statements intended to qualify for the safe harbor from liability
under the Private Securities Litigation Reform Act of 1995, with
respect to managements beliefs about the Acquisition. These
statements involve risks and uncertainties, are based on the
current expectations of the management of e2v and Teledyne and
are subject to uncertainty and changes in circumstances. The
forward-looking statements contained herein may include
statements about the expected timing and scope of the Acquisition
and all other statements in this report other than historical
facts. Forward-looking statements include, without limitation,
statements typically containing words such as intends, expects,
anticipates, targets, estimates and words of similar import. By
their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend 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 unanticipated issues associated
with the satisfaction of the conditions to the Offer. Additional
information concerning factors that could cause actual results to
differ materially from those projected in the forward-looking
statements is contained in Teledynes periodic filings with the
Securities and Exchange Commission, including its 2016 Annual
Report on Form 10-K. Teledyne undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise
About Teledyne Technologies Incorporated (NYSE:TDY)
Teledyne Technologies Incorporated provides enabling technologies for industrial markets. The Company caters to a range of markets, which include deepwater oil and gas exploration and production, oceanographic research, and air and water quality environmental monitoring. Its products include monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, and electronic test and measurement equipment. The Company operates through four segments: Instrumentation, which provides monitoring and control instruments for marine, environmental, industrial and other applications; Digital Imaging, which include sensors, cameras and systems, within the visible, infrared, ultraviolet and X-radiation (X-ray) spectra; Aerospace and Defense Electronics, which provides electronic components, subsystems and communications products, and Engineered Systems, which provides systems engineering and integration and technology development. Teledyne Technologies Incorporated (NYSE:TDY) Recent Trading Information
Teledyne Technologies Incorporated (NYSE:TDY) closed its last trading session down -1.68 at 129.78 with 77,665 shares trading hands.
