UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 5, 2018
Date of Report (Date of Earliest Event Reported)
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-37654 | 47-5654583 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6920 Seaway Blvd
Everett, WA 98203
(Address of principal executive offices)
Registrant’s telephone number, including area code: (425) 446 - 5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously reported, on August 22, 2018, Fortive Corporation, a Delaware corporation (the “Company”), entered into a credit agreement with Bank of America, N.A., as Administrative Agent, and a syndicate of lenders party thereto, that provides for a 364-day delayed-draw term loan facility in an aggregate principal amount of $1,750 million (the “Credit Agreement”). At the closing, the Company did not borrow any funds under the Credit Agreement. On September 5, 2018, the Company drew down the full $1,750 million available under the term loan facility in order to fund the acquisition of Accruent, LLC effectuated on September 6, 2018 through the acquisition of all outstanding shares of Athena SuperHoldCo, Inc.
The description of the Credit Agreement is set forth in Item 1.01 in the Company’s Current Report on Form 8-K filed on August 22, 2018 (the “Prior 8-K”), which description is incorporated herein by reference. In addition, the Credit Agreement was filed as Exhibit 10.1 to the Prior 8-K and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTIVE CORPORATION | ||||
| By: | /s/ Daniel B. Kim | |||
| Name: | Daniel B. Kim | |||
| Title: | Vice President - Associate General Counsel and Secretary | |||
Date: September 6, 2018