Item 1.01.
|
Entry into a Material Definitive Agreement.
|
On June 5, 2023, Barnes Group Inc. (“Barnes”) entered into a Stock Purchase Agreement (the “Agreement”) with MB Aerospace Group Holdings Limited
(“Seller”), a Cayman Islands limited company. Pursuant to the Agreement, subject to the terms and conditions set forth therein, Barnes agreed to acquire MB Aerospace, a leading provider of precision aero-engine component manufacture and repair
services serving major aerospace and defense engine OEMs, tier 1 suppliers, and MRO providers (the “Business”) by acquiring all the issued and outstanding capital stock of MB Aerospace Holdings Inc. (the “Company”), a Delaware corporation, along with
such entity’s subsidiaries (the “Transaction”).
Pursuant to the Agreement, Barnes agreed to pay an aggregate purchase price of $740 million in cash, subject to customary and specified closing
adjustments, as set forth in the Agreement.
The closing of the Transaction is subject to certain customary closing conditions, including: (1) the expiration or earlier termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
receipt of certain other regulatory approvals; (2) the accuracy of the parties’ respective representations and warranties, subject to customary
standards of materiality; (3) the compliance in all material respects by the parties of their respective covenants and obligations under the Agreement; and (4) the absence of a Company Material Adverse Effect (as defined in the Agreement).
The Agreement contains customary representations, warranties, and covenants. Between the date of the Agreement and the closing of the Transaction,
subject to certain exceptions, Seller has agreed to cause the Business to be conducted only in the ordinary course of business consistent with past practice in all material respects and to not take certain actions with respect to the Business without
Barnes’ prior written consent.
The Agreement includes customary termination provisions including the right of either Barnes or Seller to terminate the Agreement if the closing of
the Transaction has not occurred by December 5, 2023, or, under certain conditions, March 5, 2024.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement,
filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The foregoing summary has been included to provide investors and security holders with information regarding the terms of the Agreement and is
qualified in its entirety by the terms and conditions of the Agreement. It is not intended to provide any other factual information about Barnes or its respective subsidiaries and affiliates, including the Business. The Agreement contains
representations and warranties by each of the parties to the Agreement, which were made only for purposes of that agreement and as of specified dates. The representations, warranties, covenants, and agreements in the Agreement were made solely for
the benefit of the parties to the Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Agreement instead of establishing these matters as facts, and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations,
warranties, covenants, and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Barnes or its respective subsidiaries and affiliates, including the Business. Moreover, information concerning the
subject matter of the representations, warranties, covenants, and agreements may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Barnes’ public disclosures.
Amendment to Note Purchase Agreement
In connection with entry into the Agreement, on June 5, 2023, Barnes entered into the Second Amendment to Note Purchase Agreement (the “Second
Amendment”) by and among Barnes and the noteholders signatory thereto, pursuant to which the parties amended the existing Note Purchase Agreement, dated as of October 15, 2014 (as amended by that certain First Amendment, dated as of October 8,
2020, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), by and among Barnes, New York Life Insurance Company, New York Life Insurance and Annuity
Corporation and New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) to facilitate the Transaction.
The foregoing description of the amendments to the Note Purchase Agreement is qualified in its entirety by reference to the full text of the
Second Amendment, which is attached as Exhibit 10.1 hereto, and is incorporated herein by reference in response to this Item 1.01.
Amendment to Senior Unsecured Revolving Credit Agreement
In connection with entry into the Agreement, on June 5, 2023, Barnes entered into the Amendment No. 2 to Credit Agreement (“Amendment No. 2”) by
and among Barnes, certain subsidiaries of Barnes party thereto and the lenders party thereto, pursuant to which the parties amended the existing Sixth Amended and Restated Senior
Unsecured Revolving Credit Agreement, dated as of February 10, 2021 (as amended by that certain LIBOR Transition Amendment, dated as of October 11, 2021, that certain Amendment No. 1 to Credit Agreement, dated as of April 6, 2022 and as
further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Barnes, certain subsidiaries of
Barnes party thereto and certain participating banks and financial institutions, to facilitate the Transaction.
The foregoing description of the amendments to the Credit Agreement is qualified in its entirety by reference to the full text of Amendment No. 2,
which is attached as Exhibit 10.2 hereto, and is incorporated herein by reference in response to this Item 1.01.