BLOOMFIELD, Conn., Nov. 15, 2010 /PRNewswire-FirstCall/ -- (Nasdaq: KAMN) Kaman Corporation ("Kaman") announced today pricing of $100,000,000 aggregate principal amount of 3.25% convertible senior notes due 2017 (the "Convertible Notes"). The Convertible Notes were offered in a private placement solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
The $100,000,000 aggregate principal amount of Convertible Notes were priced at par; will pay interest semiannually at a rate of 3.25% per annum; and have a conversion rate of 29.4499 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $33.96 per share), subject to adjustment. The sale of the Convertible Notes is expected to close on or about November 19, 2010.
Kaman also granted the initial purchasers of the Convertible Notes a 13-day option to purchase up to an additional $15,000,000 aggregate principal amount of Convertible Notes. Kaman will settle the Convertible Notes upon conversion in cash, up to the principal amount, and will settle amounts in excess of the principal amount, if any, in cash, shares or a combination thereof, at Kaman's election.
Kaman intends to use a portion of the net proceeds from this offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Kaman from the warrant transactions). Kaman intends to use the remainder of the net proceeds to pay down borrowings under its existing revolving credit agreement, and for general corporate purposes, including future acquisitions and/or potential pension contributions.
In connection with this offering, Kaman is entering into convertible note hedge transactions with counterparties, one or more of which are affiliated with the initial purchasers of the Convertible Notes. These transactions are expected to reduce the potential dilution upon conversion of the Convertible Notes. Kaman is also entering into one or more warrant transactions with the counterparties. The warrant transactions could separately have a dilutive effect on Kaman's earnings per share to the extent that the market price of our common stock during the measurement period at maturity of the warrants exceeds the strike price of the warrants. These transactions have the economic effect of increasing the conversion price to approximately $44.40.
In connection with establishing their initial hedge of the convertible note hedge transactions and warrant transactions, the counterparties or their respective affiliates may enter into various derivative transactions with respect to Kaman's common stock concurrently with, or shortly after, the pricing of the Convertible Notes. These activities could increase (or avoid a decrease in) the value of Kaman's common stock concurrently with or following the pricing of the Convertible Notes.
The Convertible Notes and the shares of Kaman's common stock issuable upon conversion of the Convertible Notes are not being registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Kaman Corporation
Kaman Corporation, founded in 1945 by aviation pioneer Charles H. Kaman, and headquartered in Bloomfield, Connecticut conducts business in the aerospace and industrial distribution markets. The company produces and/or markets widely used proprietary aircraft bearings and components; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arm solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; and support for the company's SH-2G Super Seasprite maritime helicopters and K-MAX medium-to-heavy lift helicopters. The company distributes industrial parts, and operates more than 200 customer service centers and five distribution centers across North America. Kaman offers more than 3.5 million items including bearings, mechanical power transmission, electrical, material handling, motion control, fluid power, automation and MRO supplies to customers in virtually every industry. Additionally, Kaman provides engineering, design and support for automation, electrical, linear, hydraulic and pneumatic systems as well as belting and rubber fabrication, customized mechanical services, hose assemblies, repair, fluid analysis and motor management.
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