Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
19 Luglio 2023 - 11:11PM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus
Filed
Pursuant to Rule 433
Registration
Statement No. 333-273297
July
19, 2023
HEICO
CORPORATION
Pricing
Term Sheet
July
19, 2023
$600,000,000 5.250% Senior Notes due 2028 (the
“2028 Notes”)
$600,000,000 5.350% Senior Notes due 2033 (the
“2033 Notes”)
Issuer: |
HEICO Corporation (the “Issuer”) |
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Guarantors: |
Each of the Issuer’s existing and future subsidiaries that is or becomes a guarantor under the Issuer’s credit agreement |
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Securities Type: |
Senior, unsecured |
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Ratings*: |
Baa2 (stable) by Moody’s / BBB (stable) by Fitch |
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Trade Date: |
July 19, 2023 |
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Settlement Date**: |
T+6; July 27, 2023 |
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Size: |
$600,000,000 aggregate principal amount of 2028
Notes
$600,000,000 aggregate principal amount of 2033
Notes |
Maturity: |
August 1, 2028 for the 2028 Notes
August 1, 2033 for the 2033 Notes |
Coupon: |
5.250% for the 2028 Notes
5.350% for the 2033 Notes |
Issue Price: |
99.860% of face amount for the 2028 Notes
99.632% of face amount for the 2033 Notes |
Yield to maturity: |
5.282% for the 2028 Notes
5.398% for the 2033 Notes |
Spread to Benchmark Treasury: |
+130 bps for the 2028 Notes
+165 bps for the 2033 Notes |
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Benchmark Treasury: |
4.000% due June 30, 2028 for the 2028 Notes
3.375% due May 15, 2033 for the 2033 Notes |
Benchmark Treasury Price / Yield: |
100-02+ / 3.982% for the 2028 Notes
96-30+ / 3.748% for the 2033 Notes |
Interest Payment Dates: |
February 1 and August 1 of each year, commencing February 1, 2024 |
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Optional Redemption: |
2028 Notes: Prior to July 1, 2028 (one month prior
to the maturity date of the notes), at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on July 1, 2028) on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest
accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and
unpaid interest thereon to, but excluding, the redemption date.
On or after July 1, 2028, at a redemption price
equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption
date.
2033 Notes: Prior to May 1, 2033 (three months
prior to the maturity date of the notes), at a redemption price equal to the greater of (i)(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on May 1, 2033) on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest
accrued to the date of redemption, and (ii) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and
unpaid interest thereon to, but excluding, the redemption date.
On or after May 1, 2033, at a redemption price
equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption
date. |
Special
Mandatory Redemption: |
If
the closing of the Wencor Acquisition has not occurred on or prior to the earlier of (i) February 14, 2024 (subject to extension
to such later date to which the “Termination Date” (as defined in the Merger Agreement) may be extended in accordance
with the terms of the Merger Agreement) and (ii) the date the Merger Agreement, including any amendment thereof, is terminated according
to its terms, we will redeem the 2033 Notes in whole at a special mandatory redemption price equal to 101% of the aggregate principal
amount of the 2033 Notes, plus accrued and unpaid interest on the principal amount of the 2033 Notes to but excluding the special
mandatory redemption date. |
Joint
Book-Running Managers: |
Truist
Securities, Inc.
BofA
Securities, Inc.
Wells
Fargo Securities, LLC
PNC Capital Markets LLC
TD Securities (USA) LLC
Credit Agricole Securities (USA) Inc. |
Co-Managers: |
Capital
One Securities, Inc.
J.P.
Morgan Securities LLC
RBC Capital Markets, LLC |
CUSIP
/ ISIN: |
2028
Notes: 422806 AA7 / US422806AA75
2033
Notes: 422806 AB5 / US422806AB58 |
(*) | A
securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
(**) | It
is expected that delivery of the notes will be made against payment therefor on or about July 27, 2023, which will be the sixth business
day following the date of pricing of the notes, or “T+6.” Under Rule 15c6-1 of the Exchange Act, trades in the secondary
market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes on the date of pricing or the next three succeeding business days will be required, by virtue of the
fact that the notes initially settle in T+6, to specify an alternate settlement arrangement at the time of any such trade to prevent
a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their
advisors. |
HEICO
Corporation has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents HEICO Corporation has filed with
the SEC for more complete information about HEICO Corporation and this offering. You may get these documents for free by visiting EDGAR
on the SEC Web site at www.sec.gov. Alternatively, HEICO Corporation, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling Truist Securities, Inc. at 1-800-685-4786, BofA Securities, Inc. at 1-800-294-1322
or Wells Fargo Securities, LLC by calling toll-free 1-800-645-3751.
Any
disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers
or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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