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2: EX-99.1 Miscellaneous Exhibit HTML 16K
6: R1 Document and Entity Information Document and HTML 45K
Entity Information
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8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
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(Registrant’s
telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock ($1 par value per share)
iKAMN
iNew
York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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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.
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.
(d)Exhibits
The following exhibits are filed with this report:
Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101
SIGNATURES
Pursuant 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.
