| Item 1.01. | Entry into a Material Definitive Agreement. |
Second Amended and Restated Credit Agreement
On June 10, 2024, Teledyne Technologies Incorporated (“Teledyne”), as borrower and guarantor, and certain of its foreign subsidiaries, as designated borrowers, and its subsidiary Teledyne FLIR, LLC, as subsidiary guarantor, entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amends and restates in its entirety Teledyne’s Amended and Restated Credit Agreement dated as of March 4, 2021, as amended by that certain First Amendment to Credit Agreement dated as of October 26, 2021 and that certain Second Amendment to Credit Agreement dated as of April 26, 2023 (the “Prior Credit Agreement”).
Pursuant to the Second Amended and Restated Credit Agreement, (i) the lenders thereunder have committed to make revolving loans, including revolving loans to repay swing line loans made thereunder by the Swing Line Lender (as defined therein), and/or to reimburse draws under letters of credit issued thereunder by the L/C Issuer (as defined therein) in an aggregate amount of up to $1,200,000,000, (ii) the L/C Issuer will issue such letters of credit in an aggregate face amount up to $500,000,000, and (iii) the Swing Line Lender will make such swing line loans in an aggregate amount up to $10,000,000.
Loans made under the Second Amended and Restated Credit Agreement mature on June 10, 2029. Interest accrues on the loans made under the Second Amended and Restated Credit Agreement in substantially the same manner as the Prior Credit Agreement.
Interest accrues on the loans made under the Second Amended and Restated Credit Agreement at variable rates at the borrower’s option based on (i) for loans denominated in U.S. dollars, either the then applicable Term SOFR Rate or Base Rate, and (ii) for loans denominated in an Alternative Currency, either the then applicable Alternative Currency Term Rate or Alternative Currency Daily Rate (each capitalized term in clauses (i) and (ii) as defined in the Second Amended and Restated Credit Agreement), plus, in each case, an applicable margin based on the then public debt ratings for Teledyne’s long-term, unsecured, no-credit enhanced indebtedness from certain ratings agencies as determined by reference to a grid provided in the definition therein for the Applicable Rate.
Teledyne Netherlands B.V. and Teledyne Digital Imaging, Inc., each of which is a subsidiary of Teledyne, are each a designated borrower under the Second Amended and Restated Credit Agreement with the right to request that the lenders advance revolving loans thereunder directly to such designated borrower. Teledyne has guaranteed the obligations of each such designated borrower. Teledyne FLIR, LLC, a subsidiary of Teledyne, is a subsidiary guarantor of Teledyne’s obligations under the Second Amended and Restated Credit Agreement.
The Second Amended and Restated Credit Agreement contains customary representations, covenants and events of default that are substantially similar to the representations, covenants and events of default set forth in the Prior Credit Agreement.
A copy of the Second Amended and Restated Credit Agreement is attached to this Report as Exhibit 10.1 and 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 above in Item 1.01 is hereby incorporated into this item 2.03 by reference.
