---
schema_version: "secwatch.filing_event.v1"
accession: "0000950142-23-001471"
form_type: "8-K"
ticker: "HEI"
cik: "0000046619"
company_name: "HEICO CORP"
filed_at: "2023-05-18T23:59:59+00:00"
generated_at: "2026-06-14T21:38:10.597210+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# HEICO to acquire Wencor Group for $2.05B ($1.9B cash + $150M stock)

## Summary
- Wencor is a large commercial/military aircraft aftermarket parts distributor and repair provider, owned by Warburg Pincus.
- Aggregate purchase price $2.05B: $1.9B cash + 1,137,656 shares of HEICO Class A Common Stock valued at ~$150M.
- Closing expected by end of 2023, subject to HSR and other regulatory approvals; termination fee of $143.5M payable by HEICO under certain conditions.
- Financing committed via increased credit facility to $2.0B plus up to $1.5B bridge loan; $20M escrow for post-closing adjustments.
- Acquisition expected to strengthen HEICO's position in aftermarket aircraft parts and repair services.

## SEC filing metadata
- accession: 0000950142-23-001471
- form_type: 8-K
- ticker: HEI
- cik: 0000046619
- company_name: HEICO CORP
- filed_at: 2023-05-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/46619/000095014223001471/0000950142-23-001471-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/46619/000095014223001471/eh230360120_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950142-23-001471
- JSON: https://secwatch.observer/filing/0000950142-23-001471.json
- Plain text: https://secwatch.observer/filing/0000950142-23-001471.txt

## Key facts
- Material Agreements
  HEICO CORP entered into Agreement and Plan of Merger with Jazz Parent, Inc. valued at $2.05 billion in the aggregate (effective 2023-05-15).
  - Action: entry
  - Agreement: merger
  - Counterparty: Jazz Parent, Inc.
  - Value: $2.05 billion in the aggregate
  - Effective: 2023-05-15
  source text: On May 15, 2023, the Company and its newly formed wholly owned subsidiary Magnolia MergeCo Inc., a Delaware corporation (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Jazz Parent, Inc., a Delaware corporation, the owner of Wencor (the “Target”), with the Target and Jazz Topco GP LLC, a Delaware limited liability company (the “Representative”), solely in its capacity as Representative for purposes of certain provisions of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/46619/000095014223001471/0000950142-23-001471-index.htm
- Material Agreements
  HEICO CORP entered into Commitment Letter with Truist Bank and Truist Securities, Inc. valued at up to $1.5 billion (effective 2023-05-14).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Truist Bank and Truist Securities, Inc.
  - Value: up to $1.5 billion
  - Effective: 2023-05-14
  source text: On May 14, 2023, the Company entered into an engagement letter with Truist Securities, Inc. (the “Engagement Letter”) to, among other things, increase the commitments under its existing credit facility from $1.5 billion to $2.0 billion and to extend the maturity date thereunder to a date that is five years from the closing date, and has also entered into a commitment letter (the “Commitment Letter”) with Truist Bank (the “Bridge Lender”) and Truist Securities, Inc., pursuant to which the Bridge Lender has committed to provide a senior unsecured credit facility to the Company, as the borrower, in an aggregate amount of up to $1.5 billion (the “Bridge Facility”), with a maturity date of 364 days following the closing date.
  evidence_url: https://www.sec.gov/Archives/edgar/data/46619/000095014223001471/0000950142-23-001471-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.