BARNES GROUP INC: M&A transaction — Barnes completes acquisition of MB Aerospace for $740M; financed with $1.65B debt facilities

BARNES GROUP INC

Transaction valued at ~$740M enterprise value, closed on August 31, 2023.
Financed with new $650M term loan and $1.0B revolver; prepaid ~$1.017B existing debt.
For remainder of 2023, acquisition adds ~$110M sales and dilutes adjusted EPS by ~$0.25.
MB Aerospace provides precision aero-engine component manufacturing and repair services.
Additional details to be discussed on Q3 2023 earnings call scheduled for Oct 27.

item 2.01 item 1.01 item 2.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

BARNES GROUP INC incurred credit facility of $1,650.0 million with Bank of America, N.A. at Term SOFR (subject to a 0.00% floor) or ABR, in each case plus an applicable mar maturing five-year anniversary of the Closing Date.

Instrument: credit facility
Principal: $1,650.0 million
Counterparty: Bank of America, N.A.
Rate: Term SOFR (subject to a 0.00% floor) or ABR, in each case plus an applicable mar
Maturity: five-year anniversary of the Closing Date
Event: incurrence

Exact text from the filing

which provides for senior secured financing of $1,650.0 million, consisting of a term loan facility

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BARNES GROUP INC completed an acquisition involving MB Aerospace Group Holdings Limited for $740 million (closed 2023-08-31).

Action: acquisition
Counterparty: MB Aerospace Group Holdings Limited
Consideration: $740 million
Closing: 2023-08-31

Exact text from the filing

Barnes completed the Transaction. The Transaction values the Company at approximately $ 740 million, on an enterprise value basis

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BARNES GROUP INC entered into Credit Agreement with Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender valued at $1,650.0 million (effective 2023-08-31).

Action: entry
Agreement: credit facility
Counterparty: Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender
Value: $1,650.0 million
Effective: 2023-08-31

Exact text from the filing

On August 31, 2023 (the “Closing Date”), Barnes entered into a Credit Agreement (the “Credit Agreement”) among Barnes, Barnes Group Switzerland GmbH, a limited liability company ( Gesellschaft mit beschränkter Haftung ) organized under the laws of Switzerland (“Barnes Switzerland”), Barnes Group Acquisition GmbH, a limited liability company ( Gesellschaft mit beschränkter Haftung ) incorporated under the laws of Germany (“Barnes Germany” and, together with Barnes and Barnes Switzerland, the “Borrowers”, and each individually, a “Borrower”), the issuing banks, lenders and other parties party thereto, and Bank of America, N.A., as administrative agent, as collateral agent and as swingline lender, which provides for senior secured financing of $1,650.0 million, consisting of a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $650.0 million and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senio

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Source: SEC EDGAR

accession 0001140361-23-042120

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