ESCO Technologies Enters Material Definitive Agreement

TL;DR

ESCO just signed a big deal, filing shows.

AI Summary

On July 8, 2024, ESCO Technologies Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this initial filing. The company, incorporated in Missouri with IRS number 431554045, is headquartered at 9900A Clayton Road, St. Louis, MO.

Why It Matters

This filing indicates a significant new contract or partnership for ESCO Technologies, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can carry significant financial and operational risks depending on their terms, which are not yet fully detailed.

Key Numbers

• 1-10596 — SEC File Number (Identifies the company's filing history with the SEC.)
• 43-1554045 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ESCO TECHNOLOGIES INC (company) — Registrant
• Missouri (location) — State of Incorporation
• 431554045 (organization_id) — IRS Number
• 9900A Clayton Road, St. Louis, MO (address) — Principal Executive Offices
• July 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ESE New York Stock Exchan
• $550 m — , for a purchase price of approximately $550 million, plus or minus certain customary
• $20 million — t of any business or asset in excess of $20 million in value, and Buyer is obligated to ret
• $350 million — an aggregate principal amount of up to $350 million (the "Incremental Facility"). If and to
• $300 m — f the Incremental Facility is less than $300 million, the Registrant has obtained comm
• $300 million — ans in an aggregate principal amount of $300 million less the sum of the net cash proceeds o
• $500 million — gistrant has obtained commitments for a $500 million senior secured revolving facility ("Bac

Filing Documents

• tm2418982d1_8k.htm (8-K) — 35KB
• tm2418982d1_ex99-1.htm (EX-99.1) — 11KB
• tm2418982d1_ex99-1img01.jpg (GRAPHIC) — 29KB
• 0001104659-24-078312.txt ( ) — 263KB
• ese-20240708.xsd (EX-101.SCH) — 3KB
• ese-20240708_lab.xml (EX-101.LAB) — 33KB
• ese-20240708_pre.xml (EX-101.PRE) — 22KB
• tm2418982d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Proposed Acquisition On July 8, 2024, the Registrant and certain of its wholly owned subsidiaries entered into a Sale and Purchase Agreement (the "Purchase Agreement") with Ultra Electronics Holdings Limited, a private limited company incorporated in England & Wales ("Seller"), pursuant to which one or more wholly owned subsidiaries of the Registrant (the "Buyer") will acquire from Seller or Seller's subsidiaries all of the issued and outstanding equity interests of (i) Ultra PMES Limited, a private limited company incorporated in England & Wales (the "UK Target Company"), (ii) Measurement Systems, Inc., a Delaware corporation, (iii) EMS Development Corporation, a New York corporation, and (iv) DNE Technologies, Inc., a Delaware corporation (collectively, the "Business"), for a purchase price of approximately $550 million, plus or minus certain customary adjustments at closing and post-closing for cash, debt, working capital and transaction expenses as specified in the Purchase Agreement (the "Transaction"). Other than in respect of the Purchase Agreement itself, there is no material relationship between the Registrant or its affiliates and Seller or its affiliates. The closing of the Transaction is subject to certain conditions, including the (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States, as amended, and (ii) receipt of clearance under the UK National Security and Investment Act of 2021 ("NSIA"). Buyer has agreed to procure that the conditions are fulfilled as soon as possible, except that Buyer is not obligated to dispose or divest of any business or asset in excess of $20 million in value, and Buyer is obligated to retain the current NSIA undertakings applicable to the business of the UK Target Company at the appropriate level of Buyer's corporate structure. The Purchase Agreement contains customary repres

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On July 8, 2024, the Registrant issued a press release (furnished as Exhibit 99.1 to this report) announcing that it has entered into the Purchase Agreement described in Item 1.01 of this Report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated July 8, 2024 104 Cover Page Inline Interactive Data File Other Matters The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act. References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release.

Forward Looking Statements

Forward Looking Statements events are considered "forward-looking statements" within the meaning of the safe harbor provisions of the Federal securities laws. There is no assurance that the Transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. The risks and uncertainties in connection with such forward-looking statements related to the Transaction include, but are not limited to, the ability and timing to consummate the Transaction, including obtaining the required regulatory approvals and financing to fund the Transaction; the Registrant's ability to promptly and effectively integrate the Business after the Transaction has closed, and the Registrant's ability to obtain expected cost savings and synergies of the Transaction; operating costs, customer loss and business disruption (including difficulties maintaining relationships with Business employees, customers or suppliers) that may be greater than expected following the consummation of the Transaction; and other risks and uncertainties described in described in Item 1A, Risk Factors, of the Registrant's annual report on Form 10-K for the year ended September 30, 2023; and the other factors set forth under "Forward Looking Statements" in Exhibit 99.1. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, estimates, variations of such words, and similar expressions are intended to identify such forward-looking statements. Investors are cautioned that such statements are only predictions and speak only as of the date of this Report, and the Registrant undertakes no duty to update them except as may be required by applicable laws or regulations. The Registrant's actual results in the future may differ materially from those projected in the forward-looking SIGNATURE P

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