---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-24-020740"
form_type: "8-K"
ticker: null
cik: "0000054381"
company_name: "KAMAN Corp"
filed_at: "2024-04-19T23:59:59+00:00"
generated_at: "2026-06-03T17:19:28.463023+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Arcline completes acquisition of Kaman for $46/share, total EV ~$1.8B; stock delisted from NYSE

## Summary
- Shareholders received $46.00 per share cash; total enterprise value approximately $1.8 billion.
- Transaction approved by Kaman shareholders on April 17, 2024; closed April 19, 2024.
- Kaman common stock (KAMN) ceased trading and will be delisted from NYSE.
- Board of directors replaced; Ian Walsh and Carroll Lane remain as sole directors; Lane and Smith employment to terminate by May/June 2024.
- New $815M term loan and $150M revolver entered to finance acquisition.

## SEC filing metadata
- accession: 0001140361-24-020740
- form_type: 8-K
- cik: 0000054381
- company_name: KAMAN Corp
- filed_at: 2024-04-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/ef20027261_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-24-020740
- JSON: https://secwatch.observer/filing/0001140361-24-020740.json
- Plain text: https://secwatch.observer/filing/0001140361-24-020740.txt

## Key facts
- Debt Financings
  KAMAN Corp amended convertible notes with U.S. Bank National Association.
  - Instrument: convertible notes
  - Counterparty: U.S. Bank National Association
  - Event: amendment
  source text: the right to convert each $1,000 principal amount of Convertible Senior Notes into Common Stock has been changed into the right to convert such principal amount solely into a number of units of Reference Property
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Debt Financings
  KAMAN Corp incurred credit facility of $815,000,000 with Morgan Stanley Senior Funding, Inc..
  - Instrument: credit facility
  - Principal: $815,000,000
  - Counterparty: Morgan Stanley Senior Funding, Inc.
  - Event: incurrence
  source text: an initial senior secured term loan facility in an aggregate principal amount equal to $815,000,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Debt Financings
  KAMAN Corp incurred revolving credit of $150,000,000 with Morgan Stanley Senior Funding, Inc..
  - Instrument: revolving credit
  - Principal: $150,000,000
  - Counterparty: Morgan Stanley Senior Funding, Inc.
  - Event: incurrence
  source text: an initial senior secured revolving credit facility in an aggregate principal amount equal to $150,000,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Executive change
  Carroll K. Lane was terminated as Senior Vice President and Interim Chief Financial Officer at KAMAN Corp.
  - Action: terminated
  - Role: Senior Vice President and Interim Chief Financial Officer
  source text: Mr. Lane, Senior Vice President and Interim Chief Financial Officer, and Richard S. Smith, Jr., Senior Vice President, General Counsel, and Secretary, were notified that their employment with the Company will be terminated with an effective date of no later than May 31, 2024, in the case of Mr. Smith, and no later than June 30, 2024, in the case of Mr. Lane, in each case unless an earlier termination date is mutually agreed between each executive officer and the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Executive change
  Carroll K. Lane was appointed as Director at KAMAN Corp.
  - Action: appointed
  - Role: Director
  source text: Carroll K. Lane and Mr. Walsh became the sole directors of the Company, effective as of the Effective Time.
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Executive change
  Richard S. Smith, Jr. was terminated as Senior Vice President, General Counsel, and Secretary at KAMAN Corp.
  - Action: terminated
  - Role: Senior Vice President, General Counsel, and Secretary
  source text: Mr. Lane, Senior Vice President and Interim Chief Financial Officer, and Richard S. Smith, Jr., Senior Vice President, General Counsel, and Secretary, were notified that their employment with the Company will be terminated with an effective date of no later than May 31, 2024, in the case of Mr. Smith, and no later than June 30, 2024, in the case of Mr. Lane, in each case unless an earlier termination date is mutually agreed between each executive officer and the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- M&A Transactions
  KAMAN Corp underwent a change of control involving Ovation Parent, Inc. (affiliated with Arcline Investment Management LP) for $46.00 per share in cash (closed 2024-04-19).
  - Action: change of control
  - Counterparty: Ovation Parent, Inc. (affiliated with Arcline Investment Management LP)
  - Consideration: $46.00 per share in cash
  - Closing: 2024-04-19
  source text: held by Parent or Merger Sub and (ii) shares of Common Stock owned by any direct or indirect wholly owned subsidiary of the Company) was converted into the right to receive $46.00 in cash, without interest (the “ Merger Consideration ”) and, as of the Effective Time, all such shares are no longer outstanding and have automatically been cancelled. In
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Material Agreements
  KAMAN Corp entered into Second Supplemental Indenture with U.S. Bank National Association valued at Amendment to Indenture for 3.25% Convertible Senior Notes due 2024; conversion right changed to Refe (effective 2024-04-19).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank National Association
  - Value: Amendment to Indenture for 3.25% Convertible Senior Notes due 2024; conversion right changed to Refe
  - Effective: 2024-04-19
  source text: On April 19, 2024, in connection with the consummation of the Merger, the Company entered into a Second Supplemental Indenture (the “ Second Supplemental Indenture ”), among the Company, Parent and U.S. Bank National Association (as successor-in-interest to U.S. Bank National Association), a national banking association, as trustee (the “ Trustee ”), to the Indenture, dated as of May 12, 2017 (the “ Original Indenture ”), between the Company and the Trustee, as supplemented by the First Supplemental Indenture, dated as of July 15, 2019 (the “ First Supplemental Indenture ” and, together with the Original Indenture and the Second Supplemental Indenture, the “ Indenture ”), between the Company and the Trustee, relating to the Company’s 3.25% Convertible Senior Notes due 2024 (the “ Convertible Senior Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Material Agreements
  KAMAN Corp terminated Existing Credit Agreement with JPMorgan Chase Bank, N.A. valued at Repaid in full all outstanding loans and terminated all commitments (effective 2024-04-19).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: JPMorgan Chase Bank, N.A.
  - Value: Repaid in full all outstanding loans and terminated all commitments
  - Effective: 2024-04-19
  source text: On April 19, 2024, in connection with the consummation of the Merger, the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Third Amended and Restated Credit Agreement, dated as of June 21, 2023 among the Company, certain subsidiaries of the Company, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, modified or otherwise supplemented) (the “ Existing Credit Agreement ”), and terminated all commitments thereunder.
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm
- Material Agreements
  KAMAN Corp entered into New Credit Agreement with Morgan Stanley Senior Funding, Inc. valued at $815,000,000 senior secured term loan facility; $150,000,000 senior secured revolving credit facilit (effective 2024-04-19).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Morgan Stanley Senior Funding, Inc.
  - Value: $815,000,000 senior secured term loan facility; $150,000,000 senior secured revolving credit facilit
  - Effective: 2024-04-19
  source text: On April 19, 2024, Parent, as the borrower, and Ovation Parent Holdings, Inc., a Delaware corporation (“ Holdings ”), entered into that certain Credit Agreement with Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent, a joint lead arranger and a joint bookrunner, the lenders and L/C issuers from time to time party thereto and the other parties from time to time party thereto (the “ New Credit Agreement ”), which provides for (i) an initial senior secured term loan facility in an aggregate principal amount equal to $815,000,000 and (ii) an initial senior secured revolving credit facility in an aggregate principal amount equal to $150,000,000, which includes a letter of credit sub-facility in an amount equal to $75,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/54381/000114036124020740/0001140361-24-020740-index.htm

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