Item 1.01. Entry into a Material Definitive Agreement.

On July 26, 2022, HEICO Corporation (the "Company"), through its wholly owned Electronic Technologies Group subsidiary (the "Purchaser"), entered into a Put Option Agreement with IK Partners and certain other parties thereto (collectively, the "Sellers"). Pursuant to the Put Option Agreement and a Stock Purchase Agreement attached to the Put Option Agreement (the "Purchase Agreement" and, together with the Put Option Agreement, the "Acquisition Agreements"), the Purchaser has committed to acquire Exxelia International ("Exxelia") from an affiliate of IK Partners and the Sellers for €453 million in cash to be paid at closing plus the assumption of approximately €14 million of liabilities pursuant to the terms, and subject to the conditions, set forth in the Acquisition Agreements. Exxelia's management and team members are expected to continue to own a minority interest of around 5% of the business.

Exxelia is a global leader in the design, manufacture and sale of high-reliability ("Hi-Rel"), complex, passive electronic components and rotary joint assemblies for mostly aerospace and defense applications, in addition to other high-end applications, such as medical and energy uses, including emerging "clean energy" and electrification applications.

The parties' entry into the Purchase Agreement is subject to the completion of a works council consultation process required under French law, following which the Sellers will have the right, pursuant to and subject to the terms of the Put Option Agreement, to require the Purchaser and the Company to enter into the Purchase Agreement. The closing of the transaction is subject to customary closing conditions, including, among others, obtaining required foreign antitrust clearances and foreign investment authorizations.

The foregoing description of the Acquisition Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Acquisition Agreements. A copy of the Put Option Agreement (including the Stock Purchase Agreement, which is attached to the Put Option Agreement as an exhibit thereto) is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

On July 28, 2022, the Company issued a press release announcing HEICO Electronics Technologies Group's entry into the Put Option Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit               Description

10.1                    Put Option Agreement, dated July 26, 2022, by and among HEICO Electronic
                      Technologies Corp., EGEE International 2 SA, Faraday Management 1, Faraday
                      Management 2 and Mr. Paul Maisonner.   *

99.1                    Press release dated July 28, 2022.

101.SCH               Inline XBRL Taxonomy Extension Schema Document.

101.DEF               Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB               Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE               Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104                   Cover Page Interactive Data File (formatted as inline XBRL and contained in
                      Exhibit 101).

* The Company has omitted schedules and other similar attachments to such agreement pursuant to Item 601 of Regulation S-K. The Company will furnish a copy of such omitted schedule or attachment to the SEC upon request.

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