Teledyne Announces Pricing of Notes, Completion of Bank Financing and Cleared HSR Review for the FLIR Acquisition

Teledyne Technologies Incorporated (NYSE:TDY) announced today the following permanent financing milestones for the pending acquisition of FLIR Systems, Inc. (NASDAQ:FLIR). Furthermore, Teledyne and FLIR cleared HSR antitrust review on March 1, 2021.

Teledyne priced an offering of $3.0 billion aggregate principal amount of notes (the “Notes”) in the following series:

• $300 million aggregate principal amount of 0.650% Notes due 2023
• $450 million aggregate principal amount of 0.950% Notes due 2024
• $450 million aggregate principal amount of 1.600% Notes due 2026
• $700 million aggregate principal amount of 2.250% Notes due 2028
• $1.1 billion aggregate principal amount of 2.750% Notes due 2031

Last week on March 4, Teledyne entered into a $1.00 billion Term Loan Credit Agreement and Amended and Restated Credit Agreement with capacity of $1.15 billion both maturing on March 4, 2026. Teledyne intends to use the proceeds from the Notes together with the proceeds from the $1.00 billion Term Loan and cash on hand to pay the cash portion of the consideration for the FLIR acquisition and refinance certain existing debt.

Notifications pursuant to the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 were filed on January 29, 2021, and termination of the waiting period occurred on March 1, 2021.

Subject to the receipt of additional required regulatory approvals, the transaction is expected to close in the middle of 2021.

Teledyne expects to receive the net proceeds of the Notes offering upon closing on or about March 22, 2021, subject to customary closing conditions. The Notes will pay interest on a semi-annual basis. The completion of the Notes offering is not contingent on the closing of the FLIR acquisition. If the closing of the FLIR acquisition does not occur on or before the earlier of (i) December 31, 2021, and (ii) the date the Merger Agreement, including any amendment thereof, is terminated, according to its terms, Teledyne will redeem the 2023 Notes, the 2024 Notes, the 2026 Notes, and the 2031 Notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest on the principal amount of such Notes but excluding the special mandatory redemption date.