HEICO CORP (HEI): M&A transaction — HEICO completes $1.9B acquisition of Wencor Group (Jazz Parent Inc.)

HEICO CORP

Closed acquisition of Jazz Parent, owner of Wencor, for $1.9B cash (adjusted) plus 1,137,628 HEI.A shares.
Cash consideration funded by $600M 5.250% notes due 2028 and $600M 5.350% notes due 2033 plus revolver.
Terminated bridge financing commitment with Truist Bank and Truist Securities, Inc.
Filed S-3ASR to register resale of 1,054,606 shares of Class A common stock issued in merger.
Shares issued in merger were unregistered under Section 4(a)(2) of Securities Act.

item 1.02 item 2.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

HEICO CORP completed an acquisition involving Jazz Parent, Inc. for $1.9 billion (closed 2023-08-04).

Action: acquisition
Counterparty: Jazz Parent, Inc.
Consideration: $1.9 billion
Closing: 2023-08-04

Exact text from the filing

entity and a wholly owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, Target's stockholders received (i) cash consideration in an amount equal to $1.9 billion, less certain working capital, debt and other customary adjustments set forth in the Merger Agreement and (ii) 1,137,628 validly issued, fully paid and non-assessable shares of

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Source: SEC EDGAR

accession 0001213900-23-065643

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