Heico Corp 8-K, filed May 18, 2023

Heico Corp (HEI)

8-K 2023-05-18 For: 2023-05-14

View Original

Added on April 07, 2026

About this 8-K

Heico Corp filed this 8-K on May 18, 2023, reporting on events of May 14, 2023.

Items reported

Item 1.01: Entered into a material agreement
Item 3.02: Unregistered sale of equity
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Florida		001-04604		65-0341002
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $.01 par value per share	HEI	New York Stock Exchange
Class A Common Stock, $.01 par value per share	HEI.A	New York Stock Exchange

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among HEICO Corporation, Magnolia MergeCo Inc., Jazz Parent, Inc. and Jazz Topco GP LLC*
10.1		Commitment letter, dated May 14, 2023, by and among Truist Securities, Inc., Truist Bank and HEICO Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: May 18, 2023	HEICO CORPORATION

	By:	/s/ CARLOS L. MACAU, JR.
		Carlos L. Macau, Jr.
		Executive Vice President – Chief Financial Officer and Treasurer

Article I DEFINITIONS, TERMS AND INTERPRETIVE MATTERS		1
Section 1.01.	Certain Definitions	1
Section 1.02.	Other Terms	15
Article II THE MERGER		15
Section 2.01.	Merger	15
Section 2.02.	Closing	15
Section 2.03.	Effective Time	15
Section 2.04.	Effects of the Merger	16
Section 2.05.	Organizational Documents of the Surviving Corporation	16
Section 2.06.	Directors and Officers	16
Section 2.07.	Conversion of Shares in the Corporation	16
Section 2.08.	Conversion of Shares in Merger Sub	16
Section 2.09.	Withholding Taxes	16
Section 2.10.	Exchange Procedures; Closing Deliveries	17
Section 2.11.	Closing Payments	17
Article III DETERMINATION OF CLOSING Cash MERGER CONSIDERATION AND POST-CLOSING ADJUSTMENTS		18
Section 3.01.	Closing Estimates	18
Section 3.02.	Post-Closing Adjustments	19
Article IV [RESERVED]		21
Article V REPRESENTATIONS AND WARRANTIES OF THE CORPORATION		22
Section 5.01.	Organization and Qualification	22
Section 5.02.	Authority; Binding Effect	22
Section 5.03.	Financial Statements	23
Section 5.04.	Absence of Certain Changes or Events	23
Section 5.05.	Ownership of Shares; Capitalization	23
Section 5.06.	Consents and Approvals; No Violation	24
Section 5.07.	Absence of Litigation	25
Section 5.08.	Affiliate Transactions	25
Section 5.09.	Permits; Compliance with Laws	26
Section 5.10.	No Undisclosed Liabilities	26
Section 5.11.	Employee Benefit Plans; ERISA	26
Section 5.12.	Material Contracts	28
Section 5.13.	Environmental Matters	30
Section 5.14.	Real Property	31
Section 5.15.	Labor Matters	31
Section 5.16.	Intellectual Property	33

Section 5.17.	Data Privacy	34
Section 5.18.	Taxes	35
Section 5.19.	Insurance	37
Section 5.20.	Anti-Corruption Matters	37
Section 5.21.	Aviation Administration Matters.	38
Section 5.22.	Brokers	39
Section 5.23.	Top Customers; Top Suppliers	39
Section 5.24.	Warranties; Product Liability	39
Section 5.25.	Title to Tangible Assets	39
Section 5.26.	No Other Representations and Warranties	39
Article VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		40
Section 6.01.	Organization and Qualification	40
Section 6.02.	Authority; Binding Effect	40
Section 6.03.	Consents and Approvals; No Violation	41
Section 6.04.	Absence of Litigation	41
Section 6.05.	Compliance with Laws	41
Section 6.06.	Available Funds	42
Section 6.07.	Solvency	42
Section 6.08.	Merger Sub	43
Section 6.09.	Investment Representation	43
Section 6.10.	Foreign Control	43
Section 6.11.	Brokers	43
Section 6.12.	Capitalization	43
Section 6.13.	Absence of Certain Changes or Events.	44
Section 6.14.	Parent Filed SEC Documents.	44
Section 6.15.	Registration Statement	45
Section 6.16.	No Other Representations and Warranties.	45
Article VII COVENANTS		46
Section 7.01.	Conduct of Business	46
Section 7.02.	Control of Operations	49
Section 7.03.	Reasonable Best Efforts/Cooperation	49
Section 7.04.	Consents	49
Section 7.05.	Antitrust Notifications and Other Regulatory Approvals	50
Section 7.06.	Access to Information	52
Section 7.07.	Public Statements	53
Section 7.08.	Indemnification of Directors and Officers	53
Section 7.09.	Employee Benefits	56
Section 7.10.	Section 280G Approval	58
Section 7.11.	401(k) Plan Termination	58

Section 7.12.	Payoff of Indebtedness	58
Section 7.13.	Tax Matters	59
Section 7.14.	Preservation of Books and Records	59
Section 7.15.	RWI Policy	60
Section 7.16.	Financing	60
Section 7.17.	Termination of Affiliate Agreements	62
Section 7.18.	Exclusive Dealing	63
Section 7.19.	Aggregate Stock Consideration Amount	63
Section 7.20.	NYSE Listing	63
Section 7.21.	Registration Statement; Registration Rights Agreement	63
Article VIII CONDITIONS TO CLOSING		65
Section 8.01.	Mutual Conditions to the Obligations of the Parties	65
Section 8.02.	Conditions to the Obligations of Parent and the Merger Sub	66
Section 8.03.	Conditions to the Obligations of the Corporation	66
Section 8.04.	Frustration of Closing Conditions	67
Article IX SURVIVAL; TERMINATION		67
Section 9.01.	Survival	67
Section 9.02.	Termination	67
Section 9.03.	Effect of Termination; Damages.	69
Article X MISCELLANEOUS		71
Section 10.01.	Notices	71
Section 10.02.	Amendment/Waiver, Etc.	72
Section 10.03.	Assignment	72
Section 10.04.	Entire Agreement	73
Section 10.05.	Severability	73
Section 10.06.	Fulfillment of Obligations	73
Section 10.07.	Parties in Interest	73
Section 10.08.	Expenses	74
Section 10.09.	Governing Law/Jurisdiction/Waiver of Jury Trial	74
Section 10.10.	Counterparts, Etc.	75
Section 10.11.	Headings, Etc.	75
Section 10.12.	Further Assurances	75
Section 10.13.	Remedies	75
Section 10.14.	Knowledge	76
Section 10.15.	Non-Recourse	76
Section 10.16.	Waiver of Conflicts	77
Section 10.17.	DISCLAIMER	77
Section 10.18.	Due Diligence Review	78
Section 10.19.	Release	79

Section 10.20.	Interpretation	79
Section 10.21.	Representative	80
Section 10.22.	Debt Financing Sources	82

Exhibit A: Accounting Principles

	JAZZ PARENT, INC.

	By:	/s/ J. Shawn Trogdon
		Name: J. Shawn Trogdon
		Title: President and Chief Executive Officer

	JAZZ TOPCO GP LLC,
	solely in its capacity as the Representative

	By:	/s/ J. Shawn Trogdon
		Name: J. Shawn Trogdon
		Title: President and Chief Executive Officer

	HEICO CORPORATION

	By:	/s/ Carlos L. Macau, Jr.
		Name: Carlos L. Macau, Jr.
		Title: Chief Financial Officer and Treasurer

	MAGNOLIA MERGECO INC.

	By:	/s/ Carlos L. Macau, Jr.
		Name: Carlos L. Macau, Jr.
		Title: Treasurer

	Very truly yours,

	TRUIST SECURITIES, INC.

	By:	/s/ Keith Roberts
	Name:	Keith Roberts
	Title:	Managing Director

	TRUIST BANK

	By:	/s/ Christian Jacobsen
	Name:	Christian Jacobsen
	Title:	Director

HEICO CORPORATION

By:	/s Carlos L. Macau, Jr.
Name:	Carlos L. Macau, Jr.
Title:	Ex VP / CFO / Treasurer

Borrower:		HEICO Corporation, a Florida corporation (the “*Borrower*”).
Guarantors:		Substantially consistent with the Existing Credit Agreement.
Lead Arranger		Truist Securities, Inc. (the “*Lead Arranger”). and Bookrunner:*
Administrative Agent:		Truist Bank (“*Administrative Agent*”).
Co-Syndication Agents:		To be determined.
Co-Documentation Agents		To be determined.
Lenders:		A syndicate of financial institutions (including Truist Bank) arranged by the Lead Arranger, which institutions shall be acceptable to the Borrower and the Administrative Agent (together, the “*Lenders*”).
Bridge Facility		A bridge term loan facility of up to $1,500,000,000 (as such amount may be reduced pursuant to the Automatic Bridge Reduction defined below) (the “*Term Loan”), advanced in a single drawing on the Closing Date, in U.S. dollars. In the event that the Revolver Increase Transaction closes on or prior to the Closing Date, the aggregate principal amount of the Bridge Facility shall be automatically reduced dollar-for-dollar in an amount equal to the revolving commitments under the Existing Credit Agreement immediately after giving effect to the Revolver Increase Transaction that are in excess of $1,500,000,000 (such reduction, the “Automatic Bridge Reduction*”).
		The date that the Bridge Facility closes shall be referred to as the “*Closing Date*”.
Purpose:		Proceeds of the Term Loan shall be used to fund the Acquisition and to pay fees, costs and expenses incurred in connection therewith.
Maturity Date:		The Term Loan shall not amortize but shall terminate, and all amounts outstanding thereunder shall be due and payable in full on the date that is 364 days after the Closing Date (the “*Maturity Date*”).

Documentation Principles:		The Financing Documentation (as defined below) for the Bridge Facility will be negotiated in good faith within a reasonable time period to be determined based upon the expected closing date. The Financing Documentation will: (a) be based upon the Existing Credit Agreement, subject to modification, including (i) to reflect this Summary of Principal Terms and Conditions (this “*Term Sheet”), (ii) to reflect the current legal policies of the Administrative Agent and the reasonable administrative, agency, operational, assignment and other similar requirements of the Administrative Agent, in each case, customarily included or reflected in credit agreements with respect to which the Administrative Agent acts as administrative, (iii) to reflect the operational and strategic requirements of the Company and its subsidiaries in light of their size, geographic locations, industries, businesses and business practices, operations, financial accounting, matters and the proposed business plan (in each case, giving effect to the Acquisition), (iv) be subject to materiality qualifications and other exceptions that give effect to and/or permit the Transactions; and (v) to reflect changes in law or accounting standards since the date of the precedent documentation or to cure mistakes or defects (provided there shall be no change to the accounting for leases as contemplated by Section 1.03(c)(ii) of the Existing Credit Agreement); and (b) otherwise be as mutually agreed by the Lenders and the Borrower, in each case, giving effect to Exclusive Funding Conditions. The preceding provisions are referred to herein as the “Documentation*
*Principles*”.		Standards, qualifications, thresholds, exceptions, "baskets" and grace and cure periods shall be consistent with the Documentation Principles. To the extent that any representations and warranties with respect to the Acquisition and/or the Acquired Business made on, or as of, the Closing Date (or a date prior thereto) are qualified by or subject to "Material Adverse Effect", the definition thereof shall be "Material Adverse Effect" as defined in the Acquisition Agreement for purposes of such representations and warranties.
Pricing/Fees/Expenses:		As set forth in the Fee Letter and Addendum I attached hereto.
Optional Prepayments and Commitment Reductions:		Prepayments may be made, in whole or in part, without premium or penalty (except as expressly provided in the Fee Letter), subject to reimbursement of the Lenders’ breakage and redeployment costs in the case of prepayment of Adjusted Term SOFR borrowings. The unutilized portion of the commitments in respect of the Term Loan may be irrevocably reduced or terminated by the Borrower at any time without penalty.
Mandatory Prepayments:		The Borrower shall be required to prepay the Term Loan from (i) 100% of the net cash proceeds from the non-ordinary course sale or disposition of assets (subject to exceptions to be mutually agreed), and (ii) 100% of net cash proceeds from the issuance of any debt (subject to exceptions to be mutually agreed, including debt permitted to be issued under the terms of the Financing Documentation) and/or capital stock and equity interests (subject to exceptions to be mutually agreed) by the Borrower or any of its subsidiaries. All such

		prepayments shall be applied to the Bridge Facility, ratably to the Lenders, until paid in full.
Collateral:		None.
Accordion:		None.

Conditions to Closing:	The closing of the Bridge Facility will be subject only to the conditions set forth below (collectively, the “*Exclusive Funding Conditions*”):
	·	negotiation, execution and delivery of definitive documentation for the Bridge Facility which shall be in accordance with the terms of the Commitment Letter and this Term Sheet, and subject to both the other Exclusive Funding Conditions set forth below and the Documentation Principles (the “*Financing Documentation*”);
	·	delivery of customary closing and corporate documents, certificates and legal opinions and a customary notice of borrowing ("*Closing Deliverables*");
	·	delivery of documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws, including beneficial ownership information at least five (5) days prior to the Closing Date to the extent requested at least ten (10) days prior to the Closing Date;
	·	The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial borrowing under the Bridge Facility in accordance with the terms of the Acquisition Agreement. The Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect by the Company or its subsidiaries in a manner materially adverse to the Lenders or TSI, as Lead Arranger (in each case, in their capacity as such) without the consent of TSI (such consent not to be unreasonably withheld, conditioned or delayed); provided that (a) any amendment, waiver or consent that results in a change in the amount of consideration required to consummate the Acquisition shall be deemed not to be materially adverse to the Lenders or the Arranger (i) (A) if all or a portion of any reduction is applied to either (x) reduce the amount of the Aggregate Stock Consideration or (y) reduce the amount of the Bridge Facility, or (B) if any reduction is pursuant to a purchase price adjustment under the Acquisition Agreement, and (ii) any increase is funded by amounts permitted to be drawn under the Bridge Facility, or by the issuance of equity or by cash on the balance sheet of the Company, (b) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Lenders or the Lead Arranger shall not otherwise constitute an amendment or waiver, and (c) any change to the definition of "Material Adverse Effect" or to the so called "Xerox provisions" in the Acquisition Agreement shall be deemed materially adverse to the Lenders and the Lead Arranger.

	·	obtaining CUSIP numbers for the Bridge Facility;
	·	absence of any bankruptcy event of default;
	·	payment of all fees and expenses related to the Bridge Facility required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter to the extent invoiced at least 3 days prior to the Closing Date (except as otherwise reasonably agreed by the Company);
	·	since the date hereof, no change, event or circumstance shall have occurred that has had a Material Adverse Effect (as defined in, and interpreted pursuant to, the Acquisition Agreement as in effect on the date hereof) (a "Material Adverse Effect");
	·	the Specified Representations, assuming the consummation of the Transactions, shall be true and correct in all material respects (or, if qualified as to materiality, in all respects);
	·	the Specified Acquisition Agreement Representations shall be true and correct in all material respects, but only to the extent that the Company has (or its applicable affiliate) has the right, pursuant to the Acquisition Agreement, to terminate the Company's (or the affiliate's) obligations under the Acquisition Agreement to consummate the Acquisition (or the right not to consummate the Acquisition pursuant to the Acquisition Agreement) as a result of a breach of such Specified Acquisition Agreement Representations; and
	·	after giving pro forma effect to the funding of the Term Loan (including the consummation of the Acquisition), the Borrower is in pro forma compliance with the Total Leverage Ratio (as defined in the Existing Credit Agreement) required under Section 7.07 of the Existing Credit Agreement.
Representations and Warranties:	Substantially consistent with the Existing Credit Agreement.
Covenants:	Subject to the Documentation Principles, the Financing Documentation shall contain reporting covenants, affirmative covenants, negative covenants and financial covenants that are consistent with the Existing Credit Agreement.
Unrestricted Subsidiaries:	Substantially consistent with the Existing Credit Agreement.
Events of Default:	Substantially consistent with the Existing Credit Agreement.
Participations and Assignments:	Substantially consistent with the Existing Credit Agreement.
Waivers and Amendments:	Substantially consistent with the Existing Credit Agreement.

Defaulting Lenders:		Substantially consistent with the Existing Credit Agreement.
Indemnification:		Substantially consistent with the Existing Credit Agreement.
Governing Law:		State of Florida.
Counsel to the Administrative Agent:		King & Spalding LLP

Interest Rates:		The interest rate rates per annum applicable to the Bridge Facility will be, at the option of the Borrower, (i) Adjusted Term SOFR plus the Applicable Rate or (ii) the Base Rate (as defined in the Existing Credit Agreement) plus the Applicable Rate.
		“*Adjusted Term SOFR*” means, for purposes of any calculation, the rate per annum equal to (i) Term SOFR (as defined in the Existing Credit Agreement) for such calculation plus (ii) the Term SOFR Adjustment; provided, that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
		“*Applicable Rate*” means, from time to time, a percentage per annum to be determined in accordance with the pricing grid set forth below, based on the Borrower’s Total Leverage Ratio (as defined in the Existing Credit Agreement); provided, that immediately after the end of each 90-day period ended after the Closing Date, the Applicable Rate set forth in the pricing grid below for each pricing level shall automatically increase by 0.25% (25 basis points).

Pricing Level	Total Leverage Ratio	Applicable Rate for SOFR Loans	Applicable Rate for Base Rate Loans
		Applicable Rate for SOFR Loans	Applicable Rate for Base Rate Loans
I	> 4.00:1.00	2.000%	1.000%
II	> 3.00:1.00 but < 4.00:1.00	1.750%	0.750%
III*	> 2.00:1.00 but < 3.00:1.00	1.500%	0.500%
IV	> 1.00:1.00 but < 2.00:1.00	1.250%	0.250%
V	< 1.00:1.00	1.125%	0.125%

		* Pricing indicated by Level III shall be in effect from the Closing Date through the date of delivery of the Borrower’s financial statements and compliance certificate for the first full fiscal quarter ending after the Closing Date.
		“*Term SOFR Adjustment*” shall mean a percentage per annum equal to 0.10% (10 basis points).

Default Interest:		Substantially consistent with the Existing Credit Agreement.
Calculation of Interest and Fees:		Substantially consistent with the Existing Credit Agreement.
Cost and Yield Protection:		Substantially consistent with the Existing Credit Agreement.
Expenses:		The Borrower will pay all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Lead Arranger associated with the preparation, due diligence, administration, syndication and closing of all Financing Documentation for the Bridge Facility, including, without limitation, the reasonable legal fees and expenses of counsel to the Administrative Agent and the Lead Arranger, regardless of whether or not the Bridge Facility is closed. The Borrower will also pay the expenses of the Administrative Agent and each Lender in connection with the enforcement of any of the Financing Documentation.