Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2016, FLIR Systems, Inc. (FLIR) entered into an unsecured $500 million five-year revolving credit agreement (the Amended and
Restated Credit Agreement), with certain subsidiaries, as designated borrowers, Bank of America, N.A., as administrative agent, JP Morgan Chase Bank, N.A. and U.S. Bank National Association, as co-syndication agents, and the other lenders
party thereto. In connection with the Amended and Restated Credit Agreement, FLIR terminated its existing $200 million five-year revolving credit facility and $150 million term loan facility (the Existing Credit Facility). In
connection with the closing of the Amended and Restated Credit Agreement, FLIR made an initial borrowing of $105.0 million in revolving loans and repaid in full all outstanding amounts, including term loans in an aggregate principal amount of $105.0
million, under the Existing Credit Facility.
Under the Amended and Restated Credit Agreement, FLIR may designate its subsidiaries as additional
designated borrowers. The 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 indebtedness of
in excess of $100.0 million in aggregate principal amount, may be required to become guarantors.
Amounts borrowed under the Amended and Restated Credit
Agreement may be repaid and reborrowed. Any amounts outstanding under the Amended and Restated Credit Agreement will bear interest, at FLIRs election, at either (A) the rate of interest paid for deposits in the relevant currency plus an
applicable margin between 1.125% and 2.125%, or (B) the prime lending rate of Bank of America, N.A. plus an applicable margin between 0.125% and 1.125%, and FLIR will pay a commitment fee on the undrawn commitments under the Amended and
Restated Credit Agreement at a rate between 0.15% and 0.30%, in each case, depending on its consolidated total leverage ratio.
Subject to certain
conditions precedent, FLIR has the right at any time to increase the total amount of its commitments under the Amended and Restated Credit Agreement by an aggregate additional amount not to exceed $200 million. The provisions of the Amended and
Restated Credit Agreement, including representations, warranties, covenants and events of default, are substantially similar to the Existing Credit Facility 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 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.