CPI Aerostructures to be Acquired for $571M

TL;DR

CPI Aero going private! J.F. Lehman buying for $18/share cash, deal worth $571M, expected Q4 close.

AI Summary

CPI Aerostructures, Inc. announced on June 20, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of J.F. Lehman & Company for $18.00 per share in cash. This transaction is valued at approximately $571 million and is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by J.F. Lehman & Company at a significant premium indicates strong investor confidence in CPI Aerostructures' future prospects and could lead to strategic changes under new ownership.

Risk Assessment

Risk Level: medium — The deal is subject to customary closing conditions, including regulatory approvals, which could delay or prevent its completion.

Key Numbers

• $571M — Transaction Value (Total value of the acquisition deal.)
• $18.00 — Per Share Price (Cash price offered for each share of CPI Aerostructures.)

Key Players & Entities

• CPI Aerostructures, Inc. (company) — Company being acquired
• J.F. Lehman & Company (company) — Acquiring entity
• $18.00 (dollar_amount) — Per share acquisition price
• $571 million (dollar_amount) — Total transaction value
• June 20, 2024 (date) — Date of definitive agreement
• Fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value Per Share CVU NYSE Americ
• $400,000 — civil monetary penalty in the amount of $400,000 will be due to the SEC by June 30, 2025

Filing Documents

• cvu-8k_062024.htm (8-K) — 34KB
• ex99-1.htm (EX-99.1) — 9KB
• cpilogo.jpg (GRAPHIC) — 7KB
• 0001839882-24-019317.txt ( ) — 224KB
• cvu-20240620.xsd (EX-101.SCH) — 3KB
• cvu-20240620_lab.xml (EX-101.LAB) — 33KB
• cvu-20240620_pre.xml (EX-101.PRE) — 22KB
• cvu-8k_062024_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 CPI AEROSTRUCTURES, INC. (Exact Name of Registrant as Specified in Charter) New York 001-11398 11-2520310 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 91 Heartland Boulevard , Edgewood , New York 11717 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (631) 586-5200 N/A (Former Name or Former Address, if Changed Since Last Report) 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 Par Value Per Share CVU NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 8.01. Other Events. On June 20, 2024, CPI Aerostructures, Inc. (the "Company"), issued a press release announcing that it had reached a settlement with the Securities and Exchange Commission (the "SEC") related to the Company's previously announced restatements of certain of its financial statements for fiscal periods between January 1, 2018 and December 31, 2022. The Company, without admitting or denying the findings, agreed to a cease-and-desist order regarding Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended, and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 13a-15(a) thereunder. The Company has undertaken to (i) fully remediate its material weakness in internal control over financial reporting ("ICFR") and have effective ICFR and disclosure controls and procedures ("DCP") by December 31, 2024, (ii) publicly disclose, concurrent with the filing of the Company's 2024 Annual report on Form 10-K, whether in management's opinion, the Company has fully remediated its material weaknesses in ICFR and has effective ICFR and DCP, and (iii) certify, in writing, compliance with the above undertakings. If the Company fails to comply with these undertakings, a civil monetary penalty in the amount of $400,000 will be due to the SEC by June 30, 2025. In determining to accept the Company's offer of settlement, the SEC considered remedial acts promptly undertaken by the Company and cooperation afforded the SEC staff. A copy of the press release announcing the settlement is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release of CPI Aerostructures, Inc., dated June 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURE 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. Dated: June 21, 2024 CPI AEROSTRUCTURES, INC. By: /s/ Andrew Davis Andrew Davis Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR