ITEM 8.01 OTHER EVENTS
As previously announced, on October 9, 2020, Fortive Corporation (the "Company")
effectuated the separation of Vontier Corporation ("Vontier") from the Company
(the "Separation") through the distribution of 80.1% of Vontier's common stock
then outstanding to holders of the Company's common stock (the "Distribution").
Immediately following the Distribution, the Company retained 33,507,410 shares
of Vontier common stock (the "Retained Vontier Shares").
On January 19, 2021, the Company completed an exchange (the "Debt-for-Equity
Exchange") of 33,507,410 shares of common stock of Vontier, representing all of
the Retained Vontier Shares, for $1,083,210,797 in aggregate principal amount of
indebtedness of the Company held by Goldman Sachs & Co., including (i) all
$400 million in term loan outstanding under the 364-Day Term Loan Credit
Agreement, dated as of March 23, 2020 ("2020 Term Loan Agreement") and (ii)
$683,210,797 of the $1,000,000,000 in term loan outstanding under the Term Loan
Credit Agreement, dated as of March 1, 2019 (the "2019 Term Loan Agreement").
Concurrently with the Debt-for-Equity Exchange and the repayment of all
outstanding indebtedness and accrued but unpaid interest thereunder, the 2020
Term Loan Agreement was terminated pursuant to the terms thereof. Furthermore,
on January 21, 2021 and from the cash proceeds received from Vontier in the
Separation, the Company repaid the remaining $316,789,203 in term loan
outstanding under the 2019 Term Loan Agreement and all accrued but unpaid
interest thereunder, with the 2019 Term Loan Agreement terminated concurrently
therewith pursuant to the terms thereof.
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