Kaman Corporation completed the acquisition of All assets and related liabilities of Aircraft Wheel and Brake Division of Parker-Hannifin Corporation (NYSE:PH).
September 15, 2022
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Kaman Corporation (NYSE:KAMN) signed an agreement to acquire All assets and related liabilities of Aircraft Wheel and Brake Division of Parker-Hannifin Corporation (NYSE:PH) for approximately $440 million on May 21, 2022. The total purchase price payable in case is subject to a customary working capital adjustment. The purchase price, paid in 100% cash consideration, will be financed with cash on hand and debt. The consideration values Aircraft Wheel & Brake at a multiple of 14x EBITDA for the twelve months ended December 31, 2021, including estimated tax benefits. Parker's Aircraft Wheel and Brake Division had annual sales of approximately $70 million, EBIT of $27 million, and EBITDA of $28 million. The transaction is subject to customary regulatory approval, including under applicable competition and foreign investment laws, and certain other closing conditions. Closing of the transaction is not subject to a financing condition, although the company has obtained a financing commitment, subject to customary conditions, that will provide it with sufficient funding to consummate the closing. It is estimated to close on the second half of 2022. The transaction is expected to be accretive to Kaman's margin and cash flow within the first twelve months following the close of the transaction. Following the transaction, Kaman intends to apply the free cash flow from the combined business to quickly deleverage the balance sheet. J.P. Morgan Securities LLC served as the financial advisor and K&L Gates LLP served as the legal advisor for Kaman. Citigroup acted as financial advisor for Parker and Michael Gleason and Pat Leddy, Peter C. Zwick, Rachel L. Rawson and Dean E. Griffith of Jones Day, and Freshfields Bruckhaus and Deringer, acted as legal advisors in this transaction. McLean Group acted as Financial Advisor.
Kaman Corporation (NYSE:KAMN) completed the acquisition of All assets and related liabilities of Aircraft Wheel and Brake Division of Parker-Hannifin Corporation (NYSE:PH) on September 16, 2022. Kaman paid closing consideration to of $441.3 million in cash, including an estimated working capital adjustment of $1.3 million. The cash consideration remains subject to final post-closing adjustments under the purchase agreement. The Company funded the acquisition closing payment with a combination of cash on hand and borrowings under its $800 million revolving credit agreement. Aircraft Wheel & Brake employees join Kaman.
Parker Hannifin Corporation specializes in designing, manufacturing, and selling monitoring and control systems. Net sales break down by family of products as follows:
- industrial systems (84.1%): industrial pipes, pipe connectors and adapters, oil filters, air filters, motors, hydraulic pumps and valves, pneumatic accessories, diagnostic equipment, climate control and monitoring systems (carbonic gas control systems, electronic controllers, pressure regulators, electromagnetic valves, thermostatic pressure relief valves), etc. North America accounts for 57.7% of net sales;
- aerospace systems and components (15.9%): flight control systems, fluid flow automation and monitoring systems, hydraulic components, brakes, etc. intended for military and commercial aircraft.
Net sales break down geographically as follows: North America (64.4%), Europe (19.9%), Asia-Pacific (14.4%) and Latin America (1.3%).
Kaman Corporation completed the acquisition of All assets and related liabilities of Aircraft Wheel and Brake Division of Parker-Hannifin Corporation (NYSE: PH).
PARKER-HANNIFIN CORPORATION 
