Kaman Corporation (NYSE:KAMN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Additional Convertible Notes

On May22, 2017, J.P. Morgan Securities LLC and Merrill Lynch,
Pierce, Fenner Smith Incorporated, as representatives of the
several initial purchasers (the Initial Purchasers) named in
Schedule 1 of that certain Purchase Agreement dated as of May8,
2017 (the Purchase Agreement), notified Kaman Corporation (the
Company) of their election to purchase $25million aggregate
principal amount of the Companys 3.25% Convertible Senior Notes
due 2024 (the Additional Convertible Notes), to the
over-allotment option granted by the Company to the Initial
Purchasers under the terms of the Purchase Agreement. The
Additional Convertible Notes have the same terms, and were issued
on May24, 2017 under the same Indenture, dated as of May12, 2017,
between the Company and U.S. Bank National Association, as
trustee (the Indenture), as the Companys $175,000,000 3.25%
Convertible Senior Notes due 2024 issued on May12, 2017, as
described in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on May12, 2017 (the Notes
Form 8-K). The information set forth in the Notes Form 8-K is
incorporated herein by reference. The net proceeds from the sale
of the Additional Convertible Notes was approximately $24.2
million, after deducting fees payable by the Company. The Company
used a portion of the net proceeds to pay the cost of the
additional capped call transactions, as described below, and has
used a portion, and intends to use the remainder, to repay
indebtedness under the Companys existing credit agreement.

Additional Capped Call Transactions

On May22, 2017, in connection with the exercise of the
over-allotment option to purchase the Additional Convertible
Notes, the Company entered into privately negotiated capped call
transactions (the Additional Capped Call Transactions) with
certain of the Initial Purchasers (or their affiliates) (the
Option Counterparties). The Additional Capped Call Transactions
cover, collectively, the number of shares of the Companys common
stock underlying the Additional Convertible Notes, subject to
anti-dilution adjustments substantially similar to those
applicable to the Additional Convertible Notes. The terms of the
Additional Capped Call Transactions are substantially the same as
the terms of the capped call transactions described in the Notes
Form 8-K, which are incorporated herein by reference. The
aggregate cost of the Additional Capped Call Transactions was
approximately $2.6 million.

The Additional Capped Call Transactions are separate
transactions, in each case, entered into by the Company with the
Option Counterparties, and are not part of the terms of the
Additional Convertible Notes and will not affect any holders
rights under the Additional Convertible Notes. Holders of the
Additional Convertible Notes will not have any rights with
respect to the Additional Capped Call Transactions.

The foregoing description of the Additional Capped Call
Transactions is a summary and is qualified in its entirety by the
copies of the Letter Agreements with respect to the Additional
Capped Call Transactions filed herewith as Exhibits 10.1, 10.2
and 10.3, which are incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The Companys offering of the Additional Convertible Notes to the
Initial Purchasers was made in reliance on the exemption from
registration provided by Section4(a)(2) of the Securities Act of
1933, as amended (the Securities Act). The Company relied on this
exemption from registration based in part on representations made
by the Initial Purchasers in the Purchase Agreement, including
that the Initial Purchasers would only offer, sell or deliver the
Additional Convertible

Notes to persons inside the United States whom they reasonably
believe to be qualified institutional buyers within the meaning
of Rule 144A under the Securities Act.

The Additional Convertible Notes and the shares of the Companys
common stock issuable upon conversion of the Additional
Convertible Notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or applicable exemption from registration
requirements.

On May25, 2017, the Company issued a press release in connection
with the closing of the exercise of the over-allotment option to
purchase the Additional Convertible Notes. The press release is
attached hereto as Exhibit 99.1, and is incorporated by reference
into this Item7.01.

The information set forth in this Item7.01, including Exhibit
99.1, is being furnished and shall not be deemed to be filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section
and shall not be deemed incorporated by reference into any
registration statement or other document filed to the Securities
Act, except as shall be expressly set forth by specific reference
in such filing.

About Kaman Corporation (NYSE:KAMN)

Kaman Corporation conducts business in the aerospace and distribution markets. The Company operates through two segments: Distribution and Aerospace. Its Distribution segment is a power transmission, motion control, electrical and automation, and fluid power industrial distributor. It provides products, including bearings, mechanical and electrical power transmission, fluid power, motion control, automation, material handling components, electrical control and power distribution, and maintenance, repair and overhaul (MRO) supplies to a spectrum of industrial markets. Its Aerospace segment produces and markets aircraft bearings and components; super precision, miniature ball bearings; safe and arming solutions; subcontract helicopter work; restoration, modification and support of its SH-2G Super Seasprite maritime helicopters; manufacture and support of its K-MAX manned and unmanned medium-to-heavy lift helicopters, and engineering design, analysis and certification services.

Kaman Corporation (NYSE:KAMN) Recent Trading Information

Kaman Corporation (NYSE:KAMN) closed its last trading session up +0.31 at 48.21 with 125,883 shares trading hands.