Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 16, 2022 (the “Closing Date”), Kaman Corporation, a Connecticut
corporation (the “Company”), completed the previously announced acquisition (the
“Acquisition”) of the aircraft wheel & brake division (the “Business”) of
Parker-Hannafin Corporation, an Ohio corporation (the “Seller”), pursuant to
that certain Asset Purchase Agreement (the “Purchase Agreement”), dated May 21,
2022, by and among the Seller, Kaman Newco, LLC, now known as “Aircraft Wheel
and Brake, LLC”, a Delaware limited liability company that is a wholly-owned
subsidiary of the Company (the “Buyer”), and, for certain limited purposes,
Kaman Aerospace Group, Inc., a Connecticut corporation.
In accordance with the Purchase Agreement, Buyer paid closing consideration to
Seller of $441.3 million in cash, including an estimated working capital
adjustment of $1.3 million. The cash consideration remains subject to final
post-closing adjustments under the Purchase Agreement. The Company funded the
acquisition closing payment with a combination of cash on hand and borrowings
under its $800.0 million revolving credit agreement.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to and
qualified in its entirety by reference to the complete text of the Purchase
Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K that
was filed by the Company with the Securities and Exchange Commission (the “SEC”)
on May 23, 2022, and the terms of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 19, 2022, the Company issued a press release announcing that it had
completed the Acquisition as described above. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01 and Exhibit 99.1 attached hereto are being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such
information or exhibit be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filings, except as shall be expressly set
forth by specific reference in such a filing. The furnishing of Exhibit 99.1
attached hereto is not intended to constitute a determination by the Company
that the information is material or that the dissemination of the information is
required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this Item 9.01 and Regulation S-X will be
filed by an amendment to this Current Report. The amendment will be filed with
the SEC no later than 71 calendar days after the date this Current Report is
required to be filed with the SEC.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item 9.01 and Regulation
S-X will be furnished by an amendment to this Current Report. The amendment will
be filed with the SEC no later than 71 calendar days after the date this Current
Report is required to be filed with the SEC.
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(d) Exhibits
The following exhibits are filed with this report:
Exhibit Description
99.1 Press Release, dated September 19, 2022
104 Cover Page Interactive Data File, formatted in iXBRL and contained in
Exhibit 101
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