8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 15, 2019

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut	001-35419	06-0613548
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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	Name of each exchange on which registered
Common Stock ($1 par value)	KAMN	New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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    o

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.    o

Item 1.01.Entry into a Material Definitive Agreement.

On July 15, 2019, Kaman Corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into a first supplemental indenture, dated as of July 15, 2019 (the “Supplemental Indenture”) to the Indenture, dated May 12, 2017 (the “Indenture”), governing the Company’s 3.25% Convertible Senior Notes due 2024 (the “Notes”) pursuant to the Company’s previously announced solicitation of consents (the “Consent Solicitation”) with respect to the proposed amendments (the “Proposed Amendments”) to the Indenture, which expired at 5:00 p.m., New York City time, on July 15, 2019.

The Proposed Amendments expressly provide that the transactions contemplated by the previously announced Share Purchase Agreement, among the Company, LJ KIT Blocker, Inc., LB KAI Blocker, Inc. and LJ KFP Blocker, Inc. (the “Purchasers”), dated as of June 25, 2019, pursuant to which the Purchasers will acquire from the Company all of the issued and outstanding shares of Kaman Industrial Technologies Corporation, do not violate the Indenture.

The Supplemental Indenture became effective upon execution thereof, but the Proposed Amendments will not become operative until payment of the applicable consent fee.

The foregoing description of the Supplemental Indenture is a summary and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

On July 16, 2019, the Company issued a press release announcing the expiration of the previously announced Consent Solicitation, the receipt of the requisite consents to approve the Proposed Amendments, and the entry into the Supplemental Indenture in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

The following exhibits are filed as part of this report:

Exhibit	Description
4.1	First Supplemental Indenture, dated July 15, 2019 between Kaman Corporation and U.S. Bank National Association, as trustee.
99.1	Press release issued by Kaman corporation on July 16, 2019.

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.

KAMAN CORPORATION
By:	/s/ Shawn G. Lisle
	Shawn G. Lisle
	Senior Vice President and
	General Counsel

Date: July 16, 2019

EX-4.1

Exhibit 4.1

KAMAN CORPORATION

AND

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

July 15, 2019

3.25% Convertible Senior Notes Due 2024

FIRST SUPPLEMENTAL INDENTURE, dated as of July 15, 2019 (this “Supplemental Indenture”), between Kaman Corporation, a Connecticut corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 12, 2017 (the “Original Indenture”), between the Company and the Trustee.

WHEREAS, the Company has heretofore executed and delivered the Original Indenture, pursuant to which the Company issued its 3.25% Convertible Senior Notes Due 2024 (the “Notes”);

WHEREAS, the Company has solicited consents (each a “Consent” and collectively the “Consents”) of Holders to the amendments of the Original Indenture and to the Notes set forth in Article II of this Supplemental Indenture (the “Amendments”) upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated July 8, 2019 (the “Consent Solicitation Statement”);

WHEREAS, Section 10.02 of the Original Indenture provides that the Company and the Trustee may amend or supplement the Original Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;

WHEREAS, the Company has received and delivered to the Trustee written evidence of the Consents from Holders of more than a majority of the outstanding aggregate principal amount of the Notes to effect the Amendments;

WHEREAS, the Board of Directors of the Company by resolutions adopted on June 25, 2019 has duly authorized, on behalf of the Company, this Supplemental Indenture;

WHEREAS, in connection with the execution and delivery of this Supplemental Indenture, the Trustee has received an Officers’ Certificate and an Opinion of Counsel as contemplated by Section 10.05 of the Original Indenture; and

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and has satisfied all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms.

WITNESSETH:

NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders:

ARTICLE I

DEFINITIONS

Section 1.1Definitions in the Supplemental Indenture. Unless otherwise specified herein or the context otherwise requires:

( a)a term defined in the Original Indenture has the same meaning when used in this Supplemental Indenture unless the definition of such term is amended or supplemented pursuant to this Supplemental Indenture;

( b)the terms defined in this Article and in this Supplemental Indenture include the plural as well as the singular;

( c)unless otherwise stated, a reference to a Section or Article is to a Section or Article of this Supplemental Indenture; and

( d)Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 1.2Definitions in the Original Indenture.

(a)The Original Indenture is hereby amended and supplemented by adding the following additional definition to Section 1.01 of the Original Indenture in the appropriate alphabetical order:

““Transactions” shall mean the transactions contemplated under the Share Purchase Agreement dated as of June 25, 2019, by and among Kaman Corporation, LJ KIT Blocker, Inc., LJ KAI Blocker, Inc. and LJ KFP Blocker, Inc.”

ARTICLE II

AMENDMENTS TO THE ORIGINAL INDENTURE

Section 2.1The Original Indenture is hereby amended to insert a new Section 4.10 to read as follows and the corresponding change shall be made to the Original Indenture’s Table of Contents:

“Section 4.10. Transactions Permitted.

(a)Notwithstanding any other provision of this Indenture (including, for the avoidance of doubt, Article 11), the Transactions and the consummation thereof are, for the avoidance of doubt, permitted under and not prohibited by this Indenture and shall not result in any Default or Event of Default under this Indenture. For the avoidance of doubt, none of the requirements or conditions set forth in Sections 11.01, 11.02 or 11.03 will apply with respect to the Transactions.

(b)In addition, and notwithstanding anything to the contrary herein, for the purposes of Articles 14 and 15 hereof, the consummation of the Transactions shall be deemed to constitute a Fundamental Change and a Make-Whole Fundamental Change.”

ARTICLE III

MISCELLANEOUS

Section 3.1Operativeness of Amendments. This Supplemental Indenture will become effective immediately upon its execution and delivery by the parties hereto but the Amendments set forth in Article II of this Supplemental Indenture will not become operative unless and until the Consent Fee (as defined in the Consent Solicitation Statement) with respect to the Notes is paid in accordance with the terms and conditions of the Consent Solicitation Statement.

Section 3.2Ratification of Original Indenture. The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided.

Section 3.3Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. All of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though set forth in full herein.

Section 3.4Governing Law. THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).

Section 3.5Execution in Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

KAMAN CORPORATION

By:/s/ Shawn G. Lisle

Name:Shawn G. Lisle

Title:Senior Vice President, General Counsel and Assistant Secretary

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:/s/ Philip G. Kane, Jr.

Name:Philip G. Kane, Jr.

Title:Vice President

[Signature Page to Supplemental Indenture]

EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Kaman Corporation
	Bloomfield, CT USA
	P 860.243.7100
	www.kaman.com

KAMAN CORPORATION ANNOUNCES EXPIRATION OF CONSENT SOLICITATION AND RECEIPT OF REQUISITE CONSENTS WITH RESPECT TO ITS CONVERTIBLE SENIOR NOTES DUE 2024

BLOOMFIELD, Conn. (July 16, 2019) - Kaman Corporation (NYSE:KAMN) today announced that the previously announced solicitation of consents (the “Consent Solicitation”) with respect to certain proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing its 3.25% Convertible Senior Notes due 2024 (CUSIP No. 483548 AF0) (the “Notes”) expired at 5:00 p.m., New York City time, on July 15, 2019 (the “Expiration Time”). As of the Expiration Time, Kaman Corporation had received valid consents in respect of at least a majority of the aggregate principal amount of all outstanding Notes (the “Requisite Consents”) to amend the Indenture to expressly provide that the transactions contemplated by the Sale Agreement (as defined below) do not violate the Indenture.

The Proposed Amendments relate to the previously announced Share Purchase Agreement, among Kaman Corporation, LJ KIT Blocker, Inc., LJ KAI Blocker, Inc. and LJ KFP Blocker, Inc. (collectively, the “Purchasers”), dated as of June 25, 2019 (the “Sale Agreement”). Pursuant to the Sale Agreement, Purchasers will acquire from Kaman all of the issued and outstanding shares of Kaman Industrial Technologies Corporation (the “Disposition”). No changes will occur with respect to the terms of the Notes, other than as specifically provided for in the Consent Solicitation Statement, dated July 8, 2019 (the “Consent Solicitation Statement”).

Holders whose consents were validly delivered and not validly revoked prior to the Expiration Time will receive a consent fee of $2.50 in cash per $1,000.00 principal amount of Notes. Holders of Notes who did not consent prior to the Expiration Time will not receive the applicable consent fee. Upon the satisfaction or waiver of the conditions as described in the Consent Solicitation Statement, but in no event later than the closing date of the Disposition, Kaman Corporation will pay a consent fee to the consenting Holders.

On July 15, 2019, Kaman Corporation and U.S. Bank National Association, as trustee, entered into a supplemental indenture with respect to the Indenture reflecting the Proposed Amendments (the “Supplemental Indenture”). Although the Supplemental Indenture became effective upon its execution and delivery (the “Effective Time”), the Proposed Amendments will become operative only after the applicable consent fees are paid. The operativeness of the Proposed Amendments is not a condition to the completion of the Disposition.

J.P. Morgan Securities LLC acted as solicitation agent in connection with the consent solicitation. Questions may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3260 (collect). D.F. King & Co., Inc. acted as the information, tabulation and paying agent for the consent solicitation. Questions may be directed to D.F. King & Co., Inc. at (800) 676-7437 (toll free) or (212) 269-5550 (bankers and brokers).

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes and is not a solicitation of consents to the Proposed Amendments to the Indenture. The Consent Solicitation was made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state, foreign securities or “blue sky” laws.

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 markets proprietary aircraft bearings and components; super precision, miniature ball bearings; complex metallic and composite aerostructures for commercial, military and general aviation fixed and rotary wing aircraft; safe and arming solutions for missile and bomb systems for the U.S. and allied militaries; subcontract helicopter work; restoration, modification and support of our SH-2G Super Seasprite maritime helicopters; manufacture and support of our K-MAX® manned and unmanned medium-to-heavy lift helicopters. The company is a leading distributor of industrial parts, and operates approximately 220 service facilities, including distribution centers, assembly, fabrication and repair facilities across the U.S. and Puerto Rico. Kaman offers more than six million items including electro-mechanical products, bearings, power transmission, motion control and electrical and fluid power components, 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. More information is available at www.kaman.com.

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements.” Such statements include, but are not limited to, statements about future financial and operating results, Kaman Corporation’s (“Kaman”) plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of Kaman’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Kaman’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Kaman’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) ability to meet the closing conditions to the Disposition; (ii) delay in closing the Disposition; (iii) failure to realize the expected benefits from the proposed Disposition; (iv) risks related to disruption of management time from ongoing business operations due to the proposed Disposition; (v) changes in domestic and foreign economic and competitive conditions in markets served by Kaman, particularly the defense, commercial aviation and industrial production markets; (vi) changes in government and customer priorities and requirements (including cost-cutting initiatives, government and customer shut-downs, the potential deferral of awards, terminations or reductions of expenditures to respond to the priorities of Congress and the administration, or budgetary cuts resulting from Congressional actions or automatic sequestration); (vii) changes in geopolitical conditions in countries

where Kaman does or intends to do business; (viii) the successful conclusion of competitions for government programs (including new, follow-on and successor programs) and thereafter successful contract negotiations with government authorities (both foreign and domestic) for the terms and conditions of the programs; (ix) the timely receipt of any necessary export approvals and/or other licenses or authorizations from the U.S. Government; (x) timely satisfaction or fulfillment of material contractual conditions precedents in customer purchase orders, contracts, or similar arrangements; (xi) the existence of standard government contract provisions permitting renegotiation of terms and termination for the convenience of the government; (xii) the successful resolution of government inquiries or investigations relating to our businesses and programs; (xiii) risks and uncertainties associated with the successful implementation and ramp up of significant new programs, including the ability to manufacture the products to the detailed specifications required and recover start-up costs and other investments in the programs; (xiv) potential difficulties associated with variable acceptance test results, given sensitive production materials and extreme test parameters; (xv) the receipt and successful execution of production orders under the Kaman’s existing U.S. government joint programmable fuze contract, including the exercise of all contract options and receipt of orders from allied militaries, but excluding any next generation programmable fuze programs, as all have been assumed in connection with goodwill impairment evaluations; (xvi) the continued support of the existing K-MAX® helicopter fleet, including sale of existing K-MAX® spare parts inventory and the receipt of orders for new aircraft sufficient to recover our investments in the K-MAX® production line; (xvii) the accuracy of current cost estimates associated with environmental remediation activities; (xviii) the profitable integration of acquired businesses into Kaman’s operations; (xix) the ability to implement our enterprise resource planning systems in a cost-effective and efficient manner, limiting disruption to our business, and allowing us to capture their planned benefits while maintaining an adequate internal control environment; (xx) the ability to recover from cyber-based or other security attacks, information technology failures or other disruptions; (xxi) changes in supplier sales or vendor incentive policies; (xxii) the ability of our suppliers to satisfy their performance obligations; (xxiii) the effects of price increases or decreases; (xxiv) the effects of pension regulations, pension plan assumptions, pension plan asset performance, future contributions and the pension freeze, including the ultimate determination of the U.S. Government's share of any pension curtailment adjustment calculated in accordance with U.S. Government Cost Accounting Standard 413; (xxv) future levels of indebtedness and capital expenditures; (xxvi) the continued availability of raw materials and other commodities in adequate supplies and the effect of increased costs for such items; (xxvii) the effects of currency exchange rates and foreign competition on future operations; (xxviii) changes in laws and regulations, taxes, interest rates, inflation rates and general business conditions; (xxix) the effects, if any, of the United Kingdom’s exit from the European Union; (xxx) future repurchases and/or issuances of common stock; (xxxi) the occurrence of unanticipated restructuring costs or the failure to realize anticipated savings or benefits from past or future expense reduction actions; (xxxii) the ability to recruit and retain skilled employees; and (xxix) other risks and uncertainties set forth in the documents incorporated by reference herein. The information set forth herein speaks only as of the date hereof, and Kaman disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Contact:

James Coogan

Vice President, Investor Relations

Phone:    860-243-6342

Email: james.coogan@kaman.com