HEICO Corporation (NYSE:HEI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On August18, 2017, HEICO Electronic Technologies Corp. (“HEICO Electronic Technologies Group”), a wholly-owned subsidiary of HEICO Corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with AeroAntenna Technology, Inc., ("AAT"), Yosef Klein, Carmela Klein, Carmela Klein, Trustee of the Carmela Klein Exempt Trust under the Yosef Klein 2008 Irrevocable Delaware Trust, dated September 5, 2008 and Yosef Klein, Trustee of the Carmela Klein 2010 Irrevocable Delaware Trust, dated April 1, 2010.
to the Purchase Agreement, HEICO Electronic Technologies Group has agreed to purchase 50% of the stock of AAT in exchange for $316.5 million in cash, subject to typical post-closing adjustments, and up to $20 million in aggregate of additional contingent consideration payable during the first six years following the acquisition. Closing, which is subject to governmental approval and standard closing conditions, is expected to occur within 60 days. Sources of funds for the acquisition principally will consist of proceeds from borrowings under the Company’s revolving credit facility. The Purchase Agreement includes customary representations, warranties, covenants and closing conditions, including, among other conditions, clearance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder. The Company intends to file the Purchase Agreement as an exhibit to its next periodic report on Form 10-Q.
AAT is a leader in the design and production of high performance active antenna systems for critical defense applications, precision guided munitions, commercial aircraft and other commercial uses. AAT is a known leader in numerous antenna types, including GPS, aircraft navigation and satellite communications antennas.
On August18, 2017, the Company issued a press release announcing HEICO Electronic Technologies Group’s entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 1.01Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Exhibit Description |
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99.1 |
Press Release dated August 18, 2017. |
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.
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HEICO CORPORATION |
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Date: |
August 18, 2017 |
By: |
/s/ CARLOS L. MACAU, JR. |
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Carlos L. Macau, Jr. Executive Vice President – Chief Financial Officer (Principal Financial Officer) |
HEICO CORP ExhibitEX-99.1 2 a081817heiexhibit991.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1Date: August 18,…To view the full exhibit click here
About HEICO Corporation (NYSE:HEI)
HEICO Corporation manufactures Federal Aviation Administration (FAA)-approved jet engine and aircraft component replacement parts, other than the original equipment manufacturers (OEMs) and their subcontractors. The Company also manufactures various types of electronic equipment for the aviation, medical, telecommunications and electronics industries. It operates through two segments: Flight Support Group (FSG) and Electronic Technologies Group (ETG). The FSG segment consists of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their collective subsidiaries. The FSG segment designs and manufactures jet engine and aircraft component replacement parts. The ETG segment consists of HEICO Electronic Technologies Corp. and its subsidiaries. The ETG segment designs and produces mission-critical subcomponents for various markets, which are utilized in larger systems, including targeting, tracking, identification, testing, communications, telecom and computer systems.