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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/05/17 Fortive Corp S-4 126:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.89M
Business-Combination Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 46K
4: EX-23.1 Consent of Experts or Counsel HTML 31K
5: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 64K
or T-2
6: EX-99.1 Miscellaneous Exhibit HTML 141K
7: EX-99.2 Miscellaneous Exhibit HTML 36K
8: EX-99.3 Miscellaneous Exhibit HTML 44K
9: EX-99.4 Miscellaneous Exhibit HTML 56K
3: EX-12.1 Statement re: Computation of Ratios HTML 46K
16: R1 Document and Entity Information HTML 45K
17: R2 Consolidated Condensed Balance Sheets HTML 117K
18: R3 Consolidated Condensed Balance Sheets HTML 57K
(Parenthetical)
19: R4 Consolidated and Combined Condensed Statements of HTML 86K
Earnings
20: R5 Consolidated and Combined Condensed Statements of HTML 50K
Comprehensive Income
21: R6 Consolidated Condensed Statement of Changes in HTML 85K
Equity
22: R7 Consolidated and Combined Condensed Statements of HTML 115K
Cash Flows
23: R8 Business Overview and Basis of Presentation HTML 91K
24: R9 Significant Accounting Policies (Policies) HTML 100K
25: R10 Acquisitions HTML 58K
26: R11 Gain on sale of product line HTML 40K
27: R12 Inventories HTML 39K
28: R13 Property, Plant and Equipment HTML 42K
29: R14 Goodwill and Other Intangible Assets HTML 61K
30: R15 Fair Value Measurements HTML 62K
31: R16 Accrued Expenses and Other Liabilities HTML 45K
32: R17 Financing HTML 77K
33: R18 Pension Plans HTML 101K
34: R19 Income Taxes HTML 94K
35: R20 Restructuring and Other Related Charges HTML 60K
36: R21 Leases and Commitments HTML 43K
37: R22 Litigation and Contingencies HTML 47K
38: R23 Stock-Based Compensation HTML 152K
39: R24 Capital Stock and Earnings Per Share HTML 61K
40: R25 Segment Information HTML 92K
41: R26 Related-Party Transactions HTML 50K
42: R27 Quarterly Data HTML 48K
43: R28 Schedule II - Valuation and Qualifying Accounts HTML 47K
44: R29 Goodwill HTML 40K
45: R30 Commitments and Contingencies HTML 40K
46: R31 Significant Accounting Policies (Policies) HTML 170K
(Policies)
47: R32 Significant Accounting Policies (Policies) HTML 36K
(Tables)
48: R33 Business Overview and Basis of Presentation HTML 91K
(Tables)
49: R34 Acquisitions (Tables) HTML 48K
50: R35 Inventories (Tables) HTML 39K
51: R36 Property, Plant and Equipment (Tables) HTML 40K
52: R37 Goodwill (Tables) HTML 49K
53: R38 Goodwill and Other Intangible Assets (Tables) HTML 58K
54: R39 Fair Value Measurements (Tables) HTML 52K
55: R40 Accrued Expenses and Other Liabilities (Tables) HTML 45K
56: R41 Financing (Tables) HTML 64K
57: R42 Pension Plans (Tables) HTML 102K
58: R43 Income Taxes (Tables) HTML 89K
59: R44 Restructuring and Other Related Charges (Tables) HTML 63K
60: R45 Leases and Commitments (Tables) HTML 43K
61: R46 Stock-Based Compensation (Tables) HTML 141K
62: R47 Capital Stock and Earnings Per Share (Tables) HTML 52K
63: R48 Segment Information (Tables) HTML 94K
64: R49 Quarterly Data (Tables) HTML 47K
65: R50 Business Overview and Basis of Presentation HTML 83K
(Detail)
66: R51 Significant Accounting Policies Narrative (Detail) HTML 39K
67: R52 Significant Accounting Policies Property, Plant HTML 41K
and Equipment (Detail)
68: R53 Accumulated Other Comprehensive Income (Loss) HTML 92K
(Detail)
69: R54 Acquisitions Narrative (Detail) HTML 52K
70: R55 Acquisitions Schedule of Business Combinations HTML 67K
(Detail)
71: R56 Acquisitions Pro Forma Information (Detail) HTML 39K
72: R57 Gain on Sale of Product Line (Detail) HTML 48K
73: R58 Inventories (Detail) HTML 43K
74: R59 Property, Plant and Equipment Property, Plant and HTML 49K
Equipment (Detail)
75: R60 Property, Plant and Equipment Narrative (Detail) HTML 41K
76: R61 Goodwill and Other Intangible Assets Narrative HTML 61K
(Detail)
77: R62 Goodwill and Other Intangible Assets Goodwill HTML 47K
Rollforward (Detail)
78: R63 Goodwill and Other Intangible Assets Finite and HTML 48K
Indefinite Lived Assets (Detail)
79: R64 Goodwill and Other Intangible Assets - Acquired HTML 36K
Finite-lived Intangible Assets Narrative (Detail)
80: R65 Goodwill Rollforward of Goodwill (Detail) HTML 38K
81: R66 Goodwill Goodwill by Segment (Detail) HTML 40K
82: R67 Fair Value Measurements (Detail) HTML 57K
83: R68 Accrued Expenses and Other Liabilities (Detail) HTML 86K
84: R69 Financing Components of Debt (Detail) HTML 62K
85: R70 Financing Narrative (Detail) HTML 139K
86: R71 Financing Minimum Principle Payments (Detail) HTML 67K
87: R72 Pension Plans Narrative (Detail) HTML 75K
88: R73 Pension Plans Funded Status of Non-U.S. Plans HTML 83K
(Detail)
89: R74 Pension Plans Weighted Average Assumptions Used to HTML 38K
Determine Benefit Obligations (Detail)
90: R75 Pension Plans Components of Net Periodic Pension HTML 48K
Cost (Detail)
91: R76 Pension Plans Weighted Average Assumptions Used to HTML 41K
Determine Net Periodic Pension Cost (Detail)
92: R77 Pension Plans Fair Value of Pension Plan Assets HTML 76K
(Detail)
93: R78 Pension Plans Expected Future Benefit Payments HTML 48K
(Detail)
94: R79 Income Taxes Earnings Before Income Taxes (Detail) HTML 41K
95: R80 Income Taxes Current and Deferred Income Taxes HTML 57K
(Detail)
96: R81 Income Taxes Deferred Assets and Liabilities HTML 83K
(Detail)
97: R82 Income Taxes Narrative (Detail) HTML 86K
98: R83 Income Taxes Effective Income Tax Rate (Detail) HTML 53K
99: R84 Income Taxes Unrecognized Tax Benefits (Detail) HTML 53K
100: R85 Restructuring and Other Related Charges HTML 48K
Restructuring and Related Activities (Detail)
101: R86 Restructuring and Other Related Charges HTML 41K
Restructuring and Other Related Charges by Segment
(Detail)
102: R87 Restructuring and Other Related Charges Accrual HTML 47K
Balance and Utilization by Type of Restructuring
Cost (Detail)
103: R88 Restructuring and Other Related Charges Narrative HTML 38K
(Detail)
104: R89 Restructuring and Other Related Charges Charges HTML 39K
Included in Statement of Earnings (Detail)
105: R90 Commitments and Contingencies (Detail) HTML 72K
106: R91 Litigation and Contingencies (Detail) HTML 37K
107: R92 Stock-Based Compensation Narrative (Detail) HTML 97K
108: R93 Stock-Based Compensation Stock-Based Compensation HTML 48K
Expense (Detail)
109: R94 Stock-Based Compensation Unrecognized Compensation HTML 39K
Cost (Detail)
110: R95 Stock-Based Compensation Assumptions Used (Detail) HTML 53K
111: R96 Stock-Based Compensation Option Activity (Detail) HTML 89K
112: R97 Stock-Based Compensation Stock Option Plans By HTML 75K
Exercise Price Range (Detail)
113: R98 Stock-Based Compensation Stock Unit Activity - HTML 64K
Stock Compensation Plan (Detail)
114: R99 Capital Stock and Earnings Per Share Narrative HTML 73K
(Detail)
115: R100 Net Earnings Per Share Narrative (Detail) HTML 45K
116: R101 Capital Stock and Earnings Per Share (Detail) HTML 61K
117: R102 Net Earnings Per Share Subsequent Event Narrative HTML 37K
(Detail)
118: R103 Segment Information Narrative (Detail) HTML 69K
119: R104 Segment Information Operations in Geographical HTML 60K
Areas (Detail)
120: R105 Segment Information Sales by Major Product Group HTML 50K
(Detail)
121: R106 Related-Party Transactions (Detail) HTML 47K
122: R107 Quarterly Data (Detail) HTML 60K
123: R108 Schedule II, Valuation and Qualifying Accounts HTML 47K
(Detail)
125: XML IDEA XML File -- Filing Summary XML 226K
124: EXCEL IDEA Workbook of Financial Reports XLSX 150K
10: EX-101.INS XBRL Instance -- ftv-20170331 XML 3.10M
12: EX-101.CAL XBRL Calculations -- ftv-20170331_cal XML 294K
13: EX-101.DEF XBRL Definitions -- ftv-20170331_def XML 885K
14: EX-101.LAB XBRL Labels -- ftv-20170331_lab XML 1.77M
15: EX-101.PRE XBRL Presentations -- ftv-20170331_pre XML 1.42M
11: EX-101.SCH XBRL Schema -- ftv-20170331 XSD 230K
126: ZIP XBRL Zipped Folder -- 0001193125-17-160897-xbrl Zip 290K
| EX-5.1 |
Exhibit 5.1
+1 212 230 8800 (t)
+1 212 230 8888 (f)
Fortive Corporation
6920 Seaway Blvd
| Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as counsel for Fortive Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the “Securities Act”), on May 5, 2017 (such Registration Statement as amended or supplemented, the “Registration Statement”), including the related prospectus (the “Prospectus”), in connection with the Company’s issuance and exchange (the “Exchange Offer”) of up to (i) $300,000,000 aggregate principal amount of its 1.800% Senior Notes due 2019 (the “New 2019 Notes”), (ii) $750,000,000 aggregate principal amount of its 2.350% Senior Notes due 2021 (the “New 2021 Notes”), (iii) $900,000,000 aggregate principal amount of its 3.150% Senior Notes due 2026 (the “New 2026 Notes”) and (iv) $550,000,000 aggregate principal amount of its 4.300% Senior Notes due 2046 (the “New 2046 Notes” and, collectively with the New 2019 Notes, the New 2021 Notes and the New 2026 Notes, the “New Notes”) for a like principal amount of the Company’s outstanding (i) 1.800% Senior Notes due 2019 (the “Old 2019 Notes”), (ii) 2.350% Senior Notes due 2021 (the “Old 2021 Notes”), (iii) 3.150% Senior Notes due 2026 (the “Old 2026 Notes”) and (iv) 4.300% Senior Notes due 2046 (the “Old 2046 Notes,” and collectively with the Old 2019 Notes, the Old 2021 Notes and the Old 2026 Notes, the “Old Notes”), in each case in accordance with the terms of a Registration Rights Agreement, dated as of June 20, 2016, by and among the Company and the initial purchasers of the Old Notes, which is filed as Exhibit 4.2 to the Registration Statement (the “Registration Rights Agreement”). The Old Notes were issued and the New Notes are to be issued pursuant to an indenture, dated as of June 20, 2016 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
We have examined and relied upon (i) corporate or other proceedings of the Company regarding the issuance of the New Notes, (ii) the Registration Statement, (iii) the Prospectus, (iv) the Indenture, (v) the Registration Rights Agreement, (vi) the Old Notes and (vii) the New Notes. We have also examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records of the Company, such other agreements and instruments, certificates of public officials, officers of the Company and other persons, and such other documents, instruments and certificates as we have deemed necessary as a basis for the opinions hereinafter expressed.
Fortive Corporation
Page 2
In our examination of the documents referred to above, we have assumed the genuineness of all signatures, the legal capacity of all individual signatories, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of such original documents, and the completeness and accuracy of the corporate records of the Company provided to us by the Company. Insofar as this opinion relates to factual matters, we have assumed with your permission and without independent investigation that the statements of the Company contained in the Registration Statement are true and correct as to all factual matters stated therein.
In rendering the opinions set forth below, we have assumed that (i) the Trustee has the power, corporate or other, to enter into and perform its obligations under the Indenture, (ii) the Indenture is a valid and binding obligation of the Trustee and (iii) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have also assumed the due authentication of the New Notes by the Trustee, that there will not have occurred, prior to the date of issuance of the New Notes, any change in law affecting the validity or enforceability of the New Notes, and that at the time of the issuance of the New Notes, the Board of Directors of the Company (or any committee of such Board of Directors or any person acting pursuant to authority properly delegated to such person by the Board of Directors of the Company or any committee of such Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the New Notes.
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing and (iv) general equitable principles. Furthermore, we express no opinion as to the availability of any equitable or specific remedy upon any breach of the Indenture, the Registration Rights Agreement or the New Notes, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. We also express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We express no opinion herein with respect to compliance by the Company with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, we express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.
We also express no opinion herein as to any provision of the New Notes or any agreement (i) that may be deemed to or construed to waive any right of the Company; (ii) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse
Fortive Corporation
Page 3
to one or more other rights or remedies; (iii) relating to the effect of invalidity or unenforceability of any provision of any agreement on the validity or enforceability of any other provision thereof; (iv) that is in violation of public policy; (v) relating to indemnification and contribution with respect to securities law matters; (vi) that provides that the terms of any agreement may not be waived or modified except in writing; (vii) purporting to indemnify any person against his, her or its own negligence or intentional misconduct; (viii) requiring the payment of penalties, consequential damages or liquidated damages or (ix) relating to choice of law (to the extent such issue is determined under the laws of any jurisdiction other than the State of New York) or consent to jurisdiction.
On the basis of, and subject to, the foregoing, we are of the opinion that when (i) the Registration Statement has become effective; (ii) the Indenture has been duly qualified under the Trust Indenture Act; and (iii) the New Notes have been duly executed by the Company and duly authenticated by the Trustee in accordance with the terms of the Indenture, and delivered in exchange for the Old Notes in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, the New Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
It is understood that this opinion is to be used only in connection with the offer and exchange of the New Notes while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions and is rendered as of the date hereof, and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances that might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
| Very truly yours, | ||
| WILMER CUTLER PICKERING | ||
| HALE AND DORR LLP | ||
| By: | /s/ Erika L. Robinson | |
| Erika L. Robinson, a Partner | ||
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/5/17 | 4 | ||
| 6/20/16 | CORRESP, UPLOAD | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/16/17 SEC UPLOAD¶ 10/07/17 1:36K Fortive Corp. |