8-K
filed October 18, 2023, 7:59 PM ET
CIK 0001091883
M&A
confidence high
sentiment neutral
materiality 0.90
CIRCOR INTERNATIONAL INC: M&A transaction — KKR completes acquisition of CIRCOR for $56.00 per share; company goes private
CIRCOR INTERNATIONAL INC
- Merger closed Oct 18, 2023; CIRCOR shareholders received $56.00 per share in cash.
- Total equity value of transaction approximately $1.2 billion; company becomes wholly owned subsidiary of KKR.
- Shares of CIRCOR common stock ceased trading on NYSE; delisting and deregistration pending.
- All previous directors resigned; Tony Najjar and Arjun Sharma appointed as directors of surviving corporation.
- New $650M term loan and $75M revolving credit facility entered into to finance the merger.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tony Najjar departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tina M. Donikowski departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel R. Chapin departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jill D. Smith departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bruce M. Lisman departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Arjun Sharma was appointed as Director at CIRCOR INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John (Andy) O’Donnell departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Helmuth Ludwig departed as Director at CIRCOR INTERNATIONAL INC.
- Action
- ceased
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tony Najjar was appointed as Director at CIRCOR INTERNATIONAL INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
Helmuth Ludwig, Samuel R. Chapin, Tina M. Donikowski, Bruce M. Lisman, Tony Najjar, John (Andy) O’Donnell and Jill D. Smith ceased to be directors on the Company’s board of directors or any committee thereof, and Tony Najjar and Arjun Sharma were appointed as directors of the Surviving Corporation.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CIRCOR INTERNATIONAL INC: Amended and restated bylaws in their entirety effective upon merger.
- Change
- bylaw amendment
Exact text from the filing
effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
CIRCOR INTERNATIONAL INC: Amended and restated certificate of incorporation in its entirety effective upon merger.
- Change
- charter amendment
Exact text from the filing
effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company, each as in effect immediately prior to the Effective Time were each amended and restated in their entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CIRCOR INTERNATIONAL INC underwent a change of control involving Kohlberg Kravis Roberts & Co. L.P. (KKR) (through affiliates Cube BidCo, Inc. and Cube Merger Sub, Inc.) for $56.00 per share in cash (closed 2023-10-18).
- Action
- change of control
- Counterparty
- Kohlberg Kravis Roberts & Co. L.P. (KKR) (through affiliates Cube BidCo, Inc. and Cube Merger Sub, Inc.)
- Consideration
- $56.00 per share in cash
- Closing
- 2023-10-18
Exact text from the filing
in the Merger Agreement) (collectively, “ Excluded Shares ”) immediately prior to the Effective Time), was converted into the right to receive an amount in cash equal to $56.00, without interest (the “ Per Share Consideration ”), less any applicable withholding taxes; • each option to purchase shares of Company Common Stock (a “ Company Stock Option ”)
View on SEC.gov
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