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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2008
HEICO Corporation
(Exact name of registrant as specified in its charter)
Florida 1-4604 65-0341002
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3000 Taft Street, Hollywood, Florida 33021
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (954) 987-4000
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 27, 2008, HEICO Corporation (the "Company") entered into a $300 million
Amended and Restated Revolving Credit Agreement ("Credit Facility") with
SunTrust Bank, as Administrative Agent, JPMorgan Chase Bank, N.A., as
Syndication Agent, Regions Bank and Wells Fargo Bank, National Association, as
Co-Documentation Agents, and other lenders that may become parties to the Credit
Facility. The Credit Facility includes a feature that will allow the Company to
increase the Credit Facility, at its option, up to an aggregate amount of $500
million through increased commitments from existing lenders or the addition of
new lenders. The borrowings under the Credit Facility may be used to refinance
existing indebtedness; to finance working capital needs, permitted acquisitions
and capital expenditures; and for other general corporate purposes. The
borrowings under the Credit Facility bear interest at spreads over LIBOR rates
ranging from 62.5 to 225 basis points based on leverage measurements and mature
in May 2013. Under certain circumstances, the maturity may be extended for two
one-year periods.
Outstanding principal, accrued and unpaid interest and other amounts payable
under the Credit Facility may be accelerated upon an event of default, as such
events are described in the Credit Facility. The Credit Facility contains
customary affirmative and negative covenants, including, among other things, the
maintenance of a total leverage ratio, a senior leverage ratio and a fixed
charge coverage ratio.
This description of the Amended and Restated Credit Agreement is qualified in
its entirety by reference to the copy of such agreement filed as Exhibit 10.1 to
this report, which is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 27, 2008, the Company entered into the Credit Facility; the information
required by Item 2.03 of Form 8-K is included in Item 1.01 of this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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10.1 Second Amended and Restated Revolving Credit Agreement, dated as
of May 27, 2008, among HEICO Corporation, as Borrower, the lenders
from time to time party thereto, Regions Bank and Wells Fargo Bank,
National Association, as Co-Documentation Agents, JPMorgan Chase
Bank, N.A., as Syndication Agent and SunTrust Bank, as
Administrative Agent.
99.1 Press Release dated May 28, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEICO CORPORATION
Date: May 30, 2008 By:/s/ Thomas S. Irwin
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Thomas S. Irwin,
Executive Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amended and Restated Revolving Credit Agreement, dated as of
May 27, 2008, among HEICO Corporation, as Borrower, the lenders
from time to time party thereto, Regions Bank and Wells Fargo Bank,
National Association, as Co-Documentation Agents, JPMorgan Chase
Bank, N.A., as Syndication Agent and SunTrust Bank, as
Administrative Agent.
99.1 Press Release dated May 28, 2008.