SEC Filing Summary: Breeze-Eastern Corporation (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K, dated January 4, 2016, reports the completion of the acquisition of Breeze-Eastern Corporation (the "Company") by TransDigm Group Incorporated ("Parent"). The transaction was executed via a tender offer followed by a short-form merger under Section 251(h) of the Delaware General Corporation Law.
Key Financial Metrics and Transaction Terms
- Offer Price: $19.61 per share in cash.
- Shares Tendered: 7,203,868 shares (approximately 72.6% of outstanding shares).
- Transaction Status: Completed on January 4, 2016.
- Financial Performance: The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company.
Material Changes
- Change of Control: Breeze-Eastern Corporation became an indirect, wholly-owned subsidiary of TransDigm Group Incorporated.
- Delisting: The Company notified the NYSE MKT of the merger consummation and requested removal from listing and deregistration of its common stock.
- Corporate Governance: The entire Board of Directors and key officers were replaced. Former directors and officers ceased their roles, and TransDigm representatives assumed control.
Outlook, Risks, and Unusual Items
Following the merger, the Company intends to file a Form 15 to terminate its registration under the Securities Exchange Act of 1934 and suspend reporting obligations. The filing notes that shareholders who properly demanded appraisal rights under Delaware law were excluded from the cash conversion and retained their rights. No forward-looking guidance or risk factors specific to future operations were included in this transaction completion report.
Investor Verification Checklist
- Verify the final cash payout of $19.61 per share for tendered shares.
- Confirm the effective date of the delisting and deregistration of Breeze-Eastern stock.
- Review the Amended and Restated Certificate of Incorporation and Bylaws (Exhibits 3.1 and 3.2) for post-merger governance structure.
- Check for any pending appraisal rights claims that may affect final settlement.