On July 15, 2019, Kaman Corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into a first supplemental indenture, dated as of July 15, 2019 (the “Supplemental Indenture”) to the Indenture, dated May 12, 2017 (the “Indenture”), governing the Company’s 3.25% Convertible Senior Notes due 2024 (the “Notes”) to the Company’s previously announced solicitation of consents (the “Consent Solicitation”) with respect to the proposed amendments (the “Proposed Amendments”) to the Indenture, which expired at 5:00 p.m., New York City time, on July 15, 2019.

The Proposed Amendments expressly provide that the transactions contemplated by the previously announced Share Purchase Agreement, among the Company, LJ KIT Blocker, Inc., LB KAI Blocker, Inc. and LJ KFP Blocker, Inc. (the “Purchasers”), dated as of June 25, 2019, to which the Purchasers will acquire from the Company all of the issued and outstanding shares of Kaman Industrial Technologies Corporation, do not violate the Indenture.

The Supplemental Indenture became effective upon execution thereof, but the Proposed Amendments will not become operative until payment of the applicable consent fee.

The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

On July 16, 2019, the Company issued a press release announcing the expiration of the previously announced Consent Solicitation, the receipt of the requisite consents to approve the Proposed Amendments, and the entry into the Supplemental Indenture in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this report:

KAMAN Corp Exhibit
EX-4.1 2 supplementalindenture.htm EXHIBIT 4.1 Exhibit Exhibit 4.1        KAMAN CORPORATION ANDU.S. BANK NATIONAL ASSOCIATION,…
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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.