As filed with the Securities and Exchange
Commission on August 4, 2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation or organization)
65-0341002
(IRS Employer Identification Number)
3000 Taft Street,
Hollywood, Florida 33021
(954) 987-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)
Carlos L. Macau, Jr.
Executive Vice President - Chief Financial Officer
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
(954) 987-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Jonathan Awner, Esq.
Christina C. Russo, Esq.
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, Florida 33131
(305) 374-5600
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this registration statement, as determined by the selling stockholder.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
PROSPECTUS
HEICO CORPORATION
1,054,606 Class A Common Stock
The selling stockholders may
offer and sell from time to time up to an aggregate of 1,054,606 shares of HEICO Corporation (the “Company”) Class A common
stock, par value $0.01 (the “Class A Common Stock”), issued to the selling stockholders. These securities were issued to the
selling stockholders in connection with the acquisition of Wencor Group on August 4, 2023.
For information concerning
the selling stockholders and the manner in which it may offer and sell shares of our Class A Common Stock, see “Selling Stockholders”
and “Plan of Distribution” in this prospectus.
We are not selling any securities
under this prospectus and we will not receive any proceeds from the sale by the selling stockholders of its shares of Class A Common Stock.
Our Class A Common Stock is
traded on the New York Stock Exchange (the “NYSE”), under the symbol “HEI.A.” As of August 3, 2023, the last reported
sale price of our Class A Common Stock on the NYSE was $140.86.
--------------------------
Investing in our securities
involves risks. See “Risk Factors,” beginning on page 4 and in any other documents incorporated by reference herein or therein,
for factors you should consider before buying any of our securities.
You should rely only on the
information contained in this prospectus. We have not authorized any dealer, salesperson or other person to provide you with information
concerning us, except for the information contained in this prospectus. The information contained in this prospectus is complete and accurate
only as of the date on the front cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of any
Class A Common Stock. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 4, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
an automatic registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known
seasoned issuer” as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf
process, the selling stockholders may, from time to time, sell the offered securities described in this prospectus in one or more offerings.
Additionally, under the shelf process, in certain circumstances, we may provide a prospectus supplement that will contain specific information
about the terms of a particular offering by the selling stockholders. We may also provide a prospectus supplement to add information to,
or update or change information contained in, this prospectus.
This prospectus does not contain
all of the information set forth in the registration statement, portions of which we have omitted as permitted by the rules and regulations
of the SEC. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete.
You should refer to the copy of each contract or document filed as an exhibit to the registration statement for a complete description.
We and any selling stockholders
have not authorized anyone to provide any information or make any representations other than those contained in this prospectus, the related
registration statement or in any of the materials that we have incorporated by reference into this prospectus. You should carefully evaluate
the information provided by us or any selling stockholders in light of the total mix of information available to you, recognizing that
we can provide no assurance as to the reliability of any information other than that contained in this prospectus, the related registration
statement or in any of the materials that we have incorporated by reference into this prospectus. The selling stockholders are offering
to sell and seeking offers to buy shares of our Class A Common Stock only in jurisdictions in which offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of Class A Common Stock.
Unless the context otherwise
requires, all references in this prospectus to “HEICO,” the “Company,” “we,” “us,” and “our”
refer to HEICO Corporation and our consolidated subsidiaries. Unless otherwise stated or indicated by context, the phrase “this prospectus”
refers to the prospectus and any applicable prospectus supplement.
PROSPECTUS SUMMARY
This summary does not contain
all of the information that is important to you. You should read the entire prospectus carefully, including the “Risk Factors”
section and the consolidated financial statements and related notes included in this prospectus or incorporated by reference into this
prospectus, before making an investment decision.
Overview
HEICO Corporation through
its subsidiaries (collectively, “HEICO,” “we,” “us,” “our” or the “Company”) believes
it is the world’s largest manufacturer of Federal Aviation Administration (“FAA”)-approved jet engine and aircraft component
replacement parts, other than the original equipment manufacturers (“OEMs”) and their subcontractors. HEICO also believes it
is a leading manufacturer of various types of electronic equipment for the aviation, defense, space, medical, telecommunications and electronics
industries.
The Company was originally
organized in 1957 as a holding company known as HEICO Corporation. As part of a reorganization completed in 1993, the original holding
company (formerly known as HEICO Corporation) was renamed as HEICO Aerospace Corporation and a new holding corporation known as HEICO
Corporation was created. The reorganization did not result in any change in the business of the Company, its consolidated assets or liabilities
or the relative interests of its shareholders.
Our business is comprised
of two operating segments:
The Flight Support Group.
Our Flight Support Group (“FSG”), consisting of HEICO Aerospace Holdings Corp. and HEICO Flight Support Corp. and their
collective subsidiaries, accounted for 57%, 50% and 52% of our net sales in fiscal 2022, 2021 and 2020, respectively, and 58% of net sales
for the six months ended April 30, 2023. The FSG uses proprietary technology to design and manufacture jet engine and aircraft
component replacement parts for sale at lower prices than those manufactured by OEMs. These parts are approved by the FAA and are the
functional equivalent of parts sold by OEMs. In addition, the FSG repairs, overhauls and distributes jet engine and aircraft components,
avionics and instruments for domestic and foreign commercial air carriers and aircraft repair companies as well as military and business
aircraft operators. The FSG also manufactures and sells specialty parts as a subcontractor for aerospace and industrial original equipment
manufacturers and the United States (“U.S.”) government. Additionally, the FSG is a leading supplier, distributor, and integrator
of military aircraft parts and support services primarily to the U.S. Department of Defense, defense prime contractors, and foreign military
organizations allied with the U.S. Further, the FSG is a leading manufacturer of advanced niche components and complex composite assemblies
for commercial aviation, defense and space applications. The FSG engineers, designs and manufactures thermal insulation blankets and parts
as well as removable/reusable insulation systems for aerospace, defense, commercial and industrial applications; manufactures expanded
foil mesh for lightning strike protection in fixed and rotary wing aircraft; distributes aviation electrical interconnect products and
electromechanical parts; overhauls industrial pumps, motors, and other hydraulic units with a focus on the support of legacy systems for
the U.S. Navy; and performs tight-tolerance machining, brazing, fabricating and welding services for aerospace, defense and other industrial
applications.
The Electronic Technologies
Group. Our Electronic Technologies Group (“ETG”), consisting of HEICO Electronic Technologies Corp. and its subsidiaries,
accounted for 43%, 50% and 48% of our net sales in fiscal 2022, 2021 and 2020, respectively, and 42% of net sales for the six months
ended April 30, 2023. The ETG derived approximately 56%, 63% and 66% of its net sales in fiscal 2022, 2021 and 2020, respectively,
and 47% of net sales for the six months ended April 30, 2023, from the sale of products and services to U.S. and foreign military
agencies, prime defense contractors and both commercial and defense satellite and spacecraft manufacturers. The ETG collectively designs,
manufactures and sells various types of electronic, data and microwave, and electro-optical products, including infrared simulation and
test equipment, laser rangefinder receivers, electrical power supplies, back-up power supplies, power conversion products, underwater
locator beacons, emergency locator transmission beacons, flight deck annunciators, panels, and indicators, electromagnetic and radio frequency
interference shielding and filters, high power capacitor charging power supplies, amplifiers, traveling wave tube amplifiers, photodetectors,
amplifier modules, microwave power modules, flash lamp drivers, laser diode drivers, arc lamp power supplies, custom power supply designs,
cable assemblies, high voltage power supplies, high voltage interconnection devices and wire, high voltage energy generators, high frequency
power delivery systems; memory products, including three-dimensional microelectronic and stacked memory, static random-access memory (SRAM),
and electronically erasable programmable read-only memory (EEPROM); harsh environment electronic connectors and other interconnect products,
radio frequency (“RF”) and microwave amplifiers, transmitters, and receivers and integrated assemblies, sub-assemblies and components;
RF sources, detectors and controllers, wireless cabin control systems, solid state power distribution and management systems, crashworthy
and ballistically self-sealing auxiliary fuel systems, nuclear radiation detectors, communications and electronic intercept receivers
and tuners, fuel level sensing systems, high-speed interface products that link devices, high performance active antenna systems and airborne
antennas for commercial and military aircraft, precision guided munitions, other defense applications and commercial uses; silicone material
for a variety of demanding applications; precision power analog monolithic, hybrid and open frame components; high-reliability ceramic-to-metal
feedthroughs and connectors, technical surveillance countermeasures (TSCM) equipment to detect devices used for espionage and information
theft; rugged small-form factor embedded computing solutions; custom high power filters and filter assemblies; test sockets and adapters
for both engineering and production use of semiconductor devices; and radiation assurance services and products.
HEICO has continuously operated
in the aerospace industry for over 65 years. Since assuming control in 1990, our current management has achieved significant sales and
profit growth through a broadened line of product offerings, an expanded customer base, increased research and development expenditures
and the completion of a number of acquisitions. As a result of internal growth and acquisitions, our net sales from continuing operations
have grown from $26.2 million in fiscal 1990 to $2,208.3 million in fiscal 2022, representing a compound annual growth rate of approximately
15%. During the same period, we improved our net income from $2.0 million to $351.7 million, representing a compound annual growth rate
of approximately 18%.
Acquisitions have been an
important element of our growth strategy over the past thirty-three years, supplementing our organic growth. Since 1990, we have
completed 97 acquisitions complementing the niche segments of the aviation, defense, space, medical, telecommunications and electronics
industries in which we operate. We typically target acquisition opportunities that allow us to broaden our product offerings, services
and technologies while expanding our customer base and geographic presence. Even though we have historically pursued an active acquisition
policy, our disciplined acquisition strategy involves limiting acquisition candidates to businesses that we believe will continue to grow,
offer strong cash flow and earnings potential, and are available at fair prices.
Wencor Acquisition
On August 4, 2023, the Company
completed the acquisition of Wencor Group (“Wencor”) from affiliates of Warburg Pincus LLC and Wencor’s management (the
“Wencor Acquisition”). Wencor is a large commercial and military aircraft aftermarket company offering factory-new FAA-approved
aircraft replacement parts, value-added distribution of high-use commercial & military aftermarket parts and aircraft & engine
accessory component repair and overhaul service. The consideration for the Wencor Acquisition was $1.9 billion in cash, subject to certain
working capital, debt and other customary adjustments, and 1,137,628 shares of the Company’s Class A Common Stock (the “Share Consideration”).
The Wencor Acquisition was
completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2023, by and among the Company,
its newly formed wholly owned subsidiary Magnolia MergeCo Inc. (“Merger Sub”), Jazz Parent, Inc., the owner of Wencor (“Target”),
and Jazz Topco GP LLC, solely in its capacity as representative for purposes of certain provisions of the Merger Agreement. Pursuant to
the Merger Agreement, Merger Sub merged with and into the Target, and the Target continued as the surviving entity and a wholly owned
subsidiary of the Company.
Also, in connection with the
Wencor Acquisition, and pursuant to the Merger Agreement, on August 4, 2023, the Company entered into a Registration Rights Agreement
with the selling stockholders, which requires the Company to file a resale registration statement covering the resale of the Share Consideration
immediately following the closing of the Wencor Acquisition (the “Registration Rights Agreement”).
We are registering the Share
Consideration pursuant to the Registration Rights Agreement.
Wencor Acquisition Financing
On July 27, 2023, we completed
the public offer and sale of senior notes (the “Notes Offering”), which consisted of $600,000,000 principal amount of the
Company’s 5.250% Senior Notes due 2028 (the “2028 Notes”) and $600,000,000 principal amount of the Company’s 5.350%
Senior Notes due 2033 (the “2033 Notes” and collectively with the 2028 Notes, the “Notes”). The Company used a portion
of the proceeds from the Notes Offering and availability under the Existing Credit Facility to fund the cash portion of the purchase price
of the Wencor Acquisition.
We have an existing $2.0 billion
revolving credit agreement (the “Existing Credit Facility”) with a bank syndicate, which also includes a feature that allows
the Company to increase the capacity by $750 million to become a $2.75 billion facility through increased commitments from existing lenders.
The Existing Credit Facility may be used to finance acquisitions and for working capital and other general corporate purposes, including
capital expenditures. The Company’s borrowings under the Existing Credit Facility mature in fiscal 2028.
Corporate Information
HEICO’s corporate headquarters
are located at 3000 Taft Street, Hollywood, Florida 33021. Our telephone number is (954) 987-4000 and our Internet website address is
www.heico.com. The information on our website is not a part of, or incorporated in, this prospectus.
THE OFFERING
Class A Common Stock outstanding prior to the offering: |
|
83,453,572 shares |
|
|
|
Class A Common Stock to be offered by the selling stockholders: |
|
1,054,606 shares |
|
|
|
Class A Common Stock outstanding immediately following offering: |
|
83,453,572 shares |
|
|
|
Use of proceeds: |
|
We will not receive any proceeds from the sale of the shares of Class A Common Stock by the selling stockholders. The selling stockholders will receive all of the proceeds from the sale of shares of Class A Common Stock hereunder. See “Use of Proceeds.” |
|
|
|
Risk Factors: |
|
See “Risk Factors” beginning on page 4 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A Common Stock. |
|
|
|
Stock Symbol: |
|
NYSE: HEI.A |
The number of shares of our
Class A Common Stock to be outstanding after this offering is based on 83,453,572 shares of our Class A Common Stock outstanding as of
July 31, 2023, as adjusted to give effect to the issuance of the Share Consideration, the assumptions set forth above and excluding the
following:
|
● |
4,779,075 shares of Class A Common Stock reserved for issuance pursuant to future awards under our Incentive Compensation Plans, as amended (the “Incentive Plans”); |
|
● |
2,281,518 shares of Class A Common Stock underlying outstanding options and restricted stock units granted pursuant to the Incentive Plans; and |
|
● |
223,750 shares of Class A Common Stock reserved for issuance pursuant to future contributions under our HEICO Savings and Investment Plan. |
RISK FACTORS
Investing in our securities
involves significant risks. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors
described under “Risk Factors” in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly
reports on Form 10-Q, current reports on Form 8-K that we have filed or will file with the SEC, and any other documents which are incorporated
by reference into this prospectus.
If any of these risks were
to occur, our business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and
adversely affected. If this occurs, the market or trading price of our securities could decline, and you could lose all or part of your
investment. In addition, please read “Special Note Regarding Forward-Looking Statements” in this prospectus, where we describe
additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference into this
prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and the documents
incorporated by reference in this prospectus contain “forward-looking statements” within the meaning of Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements, which in some
cases, you can identify by terms such as “may,” “will,” “should,” “could,” “would,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,”
“potential” and similar expressions intended to identify forward-looking statements, relate to future events or to our future
operating or financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the
forward-looking statements. These statements include statements regarding our operations, cash flows, and financial position. These statements
reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
Although we believe that these
statements are based upon reasonable assumptions, these statements expressing opinions about future outcomes and non-historical information
are subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are
subject to change and, therefore, there is no assurance that the outcomes expressed in these statements will be achieved. Some of the
assumptions, future results and levels of performance expressed or implied in the forward-looking statements we have made or may make
in the future inevitably will not materialize, and unanticipated events may occur which will affect our results. Investors are cautioned
that forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from
the expectations expressed in forward-looking statements contained herein. Given these uncertainties, you should not place undue reliance
on these forward-looking statements. We discuss many of these risks and uncertainties in greater detail under “Risk Factors”
discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed
under the caption “Item 1A. Risk Factors” in Part II of our quarterly reports on Form 10-Q, together with all of the other information
appearing in or incorporated by reference into this prospectus. You should read this prospectus completely and with the understanding
that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this
prospectus by these cautionary statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result
of new information, future events or otherwise, except as may be required under the securities laws of the United States. You are advised,
however, to consult any additional disclosures we make in our reports filed with the SEC.
USE OF PROCEEDS
We will not receive any proceeds
from the sale of the shares of Class A Common Stock by the selling stockholders. The selling stockholders will receive all of the proceeds
from the sale of shares of Class A Common Stock hereunder.
SELLING STOCKHOLDERS
The following table provides
information about the selling stockholders, listing how many shares of our Class A Common Stock each selling stockholder owns on the date
of this prospectus, how many shares may be offered by this prospectus, and the number and percentage of outstanding shares each selling
stockholder will own after the offering, assuming all shares covered by this prospectus are sold. The information concerning beneficial
ownership has been provided by the selling stockholders. Information concerning the selling stockholders may change from time to time,
and any changed information will be set forth if and when required in prospectus supplements or other appropriate forms permitted to be
used by the SEC.
We do not know when or in
what amounts the selling stockholders may offer shares for sale. The selling stockholders may choose not to sell any or all of the shares
offered by this prospectus. Because the selling stockholders may offer all or some of the shares, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the shares, we cannot accurately report the number of the shares that
will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that,
after completion of the offering, all of the shares covered by this prospectus will be sold by the selling stockholders.
The percentage of shares beneficially
owned before, and after, the offering is based on 83,453,572 shares of Class A Common Stock outstanding as of July 31, 2023, as adjusted
to give effect to the issuance of the Share Consideration. For the purposes of the following table, the number of shares of Class A Common
Stock beneficially owned has been determined in accordance with Rule 13d-3 under the Exchange Act, and such information is not necessarily
indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which the selling
stockholders have sole or shared voting power or investment power and also any shares which each selling shareholder, respectively, has
the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option, warrant or other rights.
Selling Stockholders | |
Shares of
Class A
Common
Stock
Owned
Before the
Offering(1) | | |
Percent of
Class A
Common
Stock Owned
by the Selling
Stockholders
Before the
Stockholder’s
Offering | | |
Shares of
Class A
Common
Stock to be
Offered for
the Selling
Stockholder’s
Account | | |
Shares of
Class A
Common
Stock Owned
by the
Selling
Stockholders
After the
Offering(2) | | |
Percent of
Class A
Common
Stock to be
Owned by the
Selling
Stockholders
After the
Offering(2) | |
Antar K Bailey | |
| 157 | | |
| * | | |
| 157 | | |
| — | | |
| — | |
Sean Beaubien | |
| 4,169 | | |
| * | | |
| 4,169 | | |
| — | | |
| — | |
Richard Keith Coleman | |
| 2,006 | | |
| * | | |
| 2,006 | | |
| — | | |
| — | |
Christopher Brent Curtis Jr. | |
| 248 | | |
| * | | |
| 248 | | |
| — | | |
| — | |
Kristyn Curtis JR TEN Preservation Trust Company TTEE CSH Nevada Trust U/A/D 09/22/2022 | |
| 8,326 | | |
| * | | |
| 8,326 | | |
| — | | |
| — | |
Robert M Dann | |
| 288 | | |
| * | | |
| 288 | | |
| — | | |
| — | |
Arthur DeGuire | |
| 568 | | |
| * | | |
| 568 | | |
| — | | |
| — | |
Domenick DiGirolamo | |
| 6,346 | | |
| * | | |
| 6,346 | | |
| — | | |
| — | |
Charles Elder | |
| 906 | | |
| * | | |
| 906 | | |
| — | | |
| — | |
David Fortner | |
| 919 | | |
| * | | |
| 919 | | |
| — | | |
| — | |
Gary Fortner | |
| 367 | | |
| * | | |
| 367 | | |
| — | | |
| — | |
Kevin Hopper TTEE Fortner Irrevocable Trust U/A/D 12/16/2022 | |
| 8,326 | | |
| * | | |
| 8,326 | | |
| — | | |
| — | |
Jeffrey Furgo | |
| 149 | | |
| * | | |
| 149 | | |
| — | | |
| — | |
Melissa Garrett | |
| 2,132 | | |
| * | | |
| 2,132 | | |
| — | | |
| — | |
Marlene Gonzalez | |
| 579 | | |
| * | | |
| 579 | | |
| — | | |
| — | |
Michael Graff | |
| 7,896 | | |
| * | | |
| 7,896 | | |
| — | | |
| — | |
Michael Graff 2012 GST Trust | |
| 4,472 | | |
| * | | |
| 4,472 | | |
| — | | |
| — | |
Timothy Harris | |
| 684 | | |
| * | | |
| 684 | | |
| — | | |
| — | |
Gregory Michael Harwood | |
| 2,219 | | |
| * | | |
| 2,219 | | |
| — | | |
| — | |
Russell Hays | |
| 7 | | |
| * | | |
| 7 | | |
| — | | |
| — | |
Premier Trust, Inc. Custodian FBO Scott R Herndon IRA #009086 | |
| 2,012 | | |
| * | | |
| 2,012 | | |
| — | | |
| — | |
Scott R. Herndon | |
| 2,070 | | |
| * | | |
| 2,070 | | |
| — | | |
| — | |
Tom Horton | |
| 1,884 | | |
| * | | |
| 1,884 | | |
| — | | |
| — | |
Isabelle Kay | |
| 5,534 | | |
| * | | |
| 5,534 | | |
| — | | |
| — | |
Tyson Kay | |
| 5,534 | | |
| * | | |
| 5,534 | | |
| — | | |
| — | |
David Kozak | |
| 355 | | |
| * | | |
| 355 | | |
| — | | |
| — | |
Merlyn Langton | |
| 7 | | |
| * | | |
| 7 | | |
| — | | |
| — | |
Gregory Lowenstein | |
| 4,972 | | |
| * | | |
| 4,972 | | |
| — | | |
| — | |
Kathryn Lowenstein | |
| 4,972 | | |
| * | | |
| 4,972 | | |
| — | | |
| — | |
Matthew Mazzilli | |
| 6,118 | | |
| * | | |
| 6,118 | | |
| — | | |
| — | |
Eduardo Montalvo | |
| 7,939 | | |
| * | | |
| 7,939 | | |
| — | | |
| — | |
William Morris | |
| 3,179 | | |
| * | | |
| 3,179 | | |
| | | |
| | |
Michael Pulick | |
| 2,348 | | |
| * | | |
| 2,348 | | |
| — | | |
| — | |
Michael A. Pulick TTEE Michael A. Pulick, Jr. Revocable Living Trust 3/26/1998 | |
| 973 | | |
| * | | |
| 973 | | |
| — | | |
| — | |
Brian Rohrenbach | |
| 329 | | |
| * | | |
| 329 | | |
| — | | |
| — | |
Seth Satterfield | |
| 5,080 | | |
| * | | |
| 5,080 | | |
| — | | |
| — | |
Stephen Alfred Schofield Jr. | |
| 259 | | |
| * | | |
| 259 | | |
| — | | |
| — | |
Stephen Shaffer | |
| 2,781 | | |
| * | | |
| 2,781 | | |
| — | | |
| — | |
Andrew Shields | |
| 2,143 | | |
| * | | |
| 2,143 | | |
| — | | |
| — | |
James Vint Stewart | |
| 1,884 | | |
| * | | |
| 1,884 | | |
| — | | |
| — | |
Investment funds and entities affiliated with Warburg Pincus LLC3 | |
| 941,882 | | |
| 1.1 | % | |
| 941,882 | | |
| — | | |
| — | |
Kevin F Wisneski | |
| 1,587 | | |
| * | | |
| 1,587 | | |
| — | | |
| — | |
| (1) | These shares of Class A Common Stock were issued in connection
with the Wencor Acquisition, as described above under the Prospectus Summary —Wencor Acquisition. |
| (2) | Assumes that the selling stockholders dispose of all of the
shares of Class A Common Stock covered by this prospectus and do not acquire beneficial ownership of any additional shares. The registration
of these shares does not necessarily mean that the selling stockholders will sell all or any portion of the shares covered by this prospectus. |
(3) |
Consists of (i) 772,310.00 shares held of record by WPXI Finance, L.P., a Delaware limited partnership (“WP XI Finance”), (ii) 40,647.00 shares held of record by Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WP XI Partners”); and (iii) 128,925.00 shares held of record by Jazz Co-Invest LLC, a Delaware limited liability company (“WP Jazz”). WPXI GP, L.P., a Delaware limited partnership (“WPXI Finance GP”), is the general partner of WP XI Finance. Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WP PE XI” and together with WP XI Partners, the “WP XI Funds”), is the general partner of WPXI Finance GP. Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), is the general partner of each of WP PE XI and WP XI Partners and the managing member of WP Jazz. WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XI GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WPP II. Warburg Pincus & Co., a New York general partnership, is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company, is the manager of the WP XI Funds. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017. |
None of the selling stockholders
have, nor within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates.
PLAN OF DISTRIBUTION
Selling Stockholders
We are registering the
shares of Class A Common Stock to permit the resale of these shares of Class A Common Stock by the selling stockholders from time to time
after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of
Class A Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Class A Common Stock.
The selling stockholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of Class A Common Stock or
interests in shares of Class A Common Stock received after the date of this prospectus from the selling stockholders as a gift, pledge,
partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares
of Class A Common Stock or interests in shares of Class A Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale,
at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any
one or more of the following methods when disposing of shares or interests therein:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | short sales effected after the date the registration statement of which this prospectus is a part is declared
effective by the SEC; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| ● | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a
stipulated price per share; |
| ● | a combination of any such methods of sale; and |
| ● | through any other method described in the applicable prospectus supplement. |
The selling stockholders
may, from time to time, pledge or grant a security interest in some or all of the shares of Class A Common Stock owned by it and, if they
default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A Common
Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus. The selling stockholders also may transfer the shares of Class A Common Stock in other circumstances,
in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the
sale of our Class A Common Stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the Class A Common Stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of our Class A Common Stock short and deliver these securities to close out
their short positions, or loan or pledge the Class A Common Stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
The aggregate proceeds
to the selling stockholders from the sale of the Class A Common Stock offered by them will be the purchase price of the Class A Common
Stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of Class A Common Stock to be made directly or through agents.
The selling stockholders
also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided
that the selling stockholders meets the criteria and conforms to the requirements of that rule.
The selling stockholders
and any underwriters, broker-dealers or agents that participate in the sale of the Class A Common Stock or interests therein may be “underwriters”
within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of
the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”
within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required,
the shares of our Class A Common Stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will
be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
In order to comply with
the securities laws of some states, if applicable, the Class A Common Stock may be sold in these jurisdictions only through registered
or licensed brokers or dealers. In addition, in some states the Class A Common Stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling
stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to
the activities of the selling stockholders and its affiliates. In addition, to the extent applicable we will make copies of this prospectus
(as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
The selling stockholders
and any underwriters, brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters”
within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale
of the securities sold by them may be deemed to be underwriting discounts and commissions.
As set forth in the Registration
Rights Agreement, we have agreed to register for resale the shares of Class A Common Stock issued in the Wencor Acquisition.
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information about us by referring to another
document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus. This
prospectus incorporates by reference the documents and reports listed below other than portions of these documents that are furnished
under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:
| ● | The Annual Report on Form 10-K for
the fiscal year ended October 31, 2022, filed with the SEC on December 21, 2022, including
portions of the Company’s proxy statement on Schedule 14A, filed with the SEC on February
3, 2023, to the extent incorporated by reference into such Annual Report on Form 10-K; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, filed with the SEC
on March 1, 2023; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, filed with the SEC on
May 24, 2023; |
| ● | The
Current Reports on Form 8-K filed with the SEC on December 21, 2022, March 20, 2023, April 12, 2023, May 15, 2023, May 18, 2023, July 17, 2023, July 24, 2023, July 27, 2023, and August 4, 2023; |
| ● | The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the
SEC on April 28, 1993, as amended January 27, 1999, and as further amended by the description of our Common Stock set forth in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended October 31, 2019, including any further amendments thereto or reports filed for
the purposes of updating this description; and |
| ● | The description of our Class A Common
Stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 8, 1998, as amended January 27, 1999, and as further amended by the description of our Class
A Common Stock set forth in Exhibit 4.1 to our Annual Report on Form 10-K for the year
ended October 31, 2019, including any further amendments thereto or reports filed for the
purposes of updating this description. |
In addition to the items listed
above, we also incorporate by reference additional documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus through the completion of the offering. We will not, however, incorporate by reference
any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to
Items 2.02 or 7.01 of our current reports on Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to
be incorporated by reference herein, as the case may be, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide, without charge,
to any person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon oral or written request of such person,
a copy of any or all of the documents that have been incorporated by reference in this prospectus but not delivered with the prospectus,
including any exhibits to such documents that are specifically incorporated by reference in those documents.
Please make your request by
writing or telephoning us at the following address or telephone number:
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
(954) 987-4000
WHERE YOU CAN FIND MORE
INFORMATION
We are currently subject
to the information requirements of the Exchange Act and in accordance therewith file periodic reports, proxy statements and other information
with the SEC. Our SEC filings will also be available to you on the SEC’s website at http://www.sec.gov. We have filed with the SEC a
registration statement on Form S-3 under the Securities Act for the shares of Class A Common Stock being offered by the selling stockholders.
This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed
with the registration statement. For further information with respect to us and our Class A Common Stock, we refer you to the registration
statement and the exhibits that were filed with the registration statement. Anyone may obtain the registration statement and its exhibits
and schedules from the SEC as described above.
LEGAL MATTERS
The validity of the shares
of Class A Common Stock offered through this prospectus has been passed on by Akerman LLP, Miami, Florida.
EXPERTS
The consolidated financial statements
of HEICO Corporation and subsidiaries as of October 31, 2022 and 2021, and for each of the three years in the period ended October 31,
2022 incorporated by reference in this prospectus, and the effectiveness of HEICO Corporation’s internal control over financial
reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports.
Such consolidated financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as
experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee | |
$ | 16,313 | |
Legal fees and expenses | |
$ | 40,000 | * |
Accounting fees and expenses | |
$ | 30,000 | * |
Miscellaneous expenses | |
$ | 3,687 | * |
Total | |
$ | 90,000 | |
| * | All amounts are estimates, other than the SEC’s registration
fee |
We are paying all expenses
of the offering listed above. No portion of these expenses will be borne by the selling stockholders. The selling stockholders, however,
will pay all underwriting discounts and selling commissions, if any.
Item 15. Indemnification of Directors and Officers.
Under section 607.0831 of
the Florida Business Corporation Act, a director is not personally liable for monetary damages to the corporation or any other person
for any statement, vote, decision, or failure to act regarding corporate management or policy unless (a) the director breached or failed
to perform his or her duties as a director, and (b) the director’s breach of, or failure to perform, those duties constitutes any of the
following: (i) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a director in any criminal
proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform,
constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to
believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful; (ii) a circumstance
under which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly;
(iii) a circumstance under which the liability provisions of section 607.0834 (which relates to liability for unlawful distributions)
are applicable; (iv) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of
a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct; or (v) in a proceeding
by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad
faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
We have authority under Section
607.0851 of the Florida Business Corporation Act to indemnify our directors and officers to the extent provided in such statute. Our Articles
of Incorporation provide that we shall indemnify and hold harmless each person who shall serve at any time as a director or executive
officers. The Florida Business Corporation Act also provides, under Section 607.0852, that a corporation must indemnify an individual
who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the
individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual
in connection with the proceeding. Further, under Section 607.0853 of the Florida Business Corporation Act, a corporation may, before
final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding if the director
or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if: (a) the
director or officer is not entitled to mandatory indemnification under Section 607.0852; and (b) it is ultimately determined that the
director or officer has not met the relevant standard of conduct described in Section 607.0851 or the director or officer is not entitled
to indemnification under Section 607.0859 (as described below).
Under Section 607.0858 of
the Florida Business Corporation Act, the indemnification provided pursuant to Sections 607.0851 and 607.0852 and the advancement of expenses
provided pursuant to Section 607.0853 of the Florida Business Corporation Act are not exclusive, and a corporation may by a provision
in its articles of incorporation, bylaws, or any agreement, by vote of shareholders or disinterested directors, or otherwise, obligate
itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of
expenses to any of its directors or officers. However, under Section 607.0859, indemnification or advancement of expenses may not be made
to or on behalf of any director or officer if a judgment or other final adjudication establishes that his or her actions, or omissions
to act, were material to the cause of action so adjudicated and constitute: (a) willful or intentional misconduct or a conscious disregard
for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or
in a proceeding by or in the right of a shareholder; (b) a transaction in which the director or officer derived an improper personal benefit;
(c) a violation of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; or (d) in the case of a director, a circumstance under which the liability
provisions of Section 607.0834 are applicable.
Item 16. Exhibits.
Exhibit
Number |
|
Exhibit
Description |
2.1 |
|
Agreement
and Plan of Merger by and among HEICO Corporation, Magnolia MergeCo Inc., Jazz Parent, Inc. and Jazz Topco GP LLC, is incorporated
by reference to Exhibit 2.1 to the Form 8-K filed on May 18, 2023.* |
3.1 |
|
Articles of Incorporation
of the Registrant are incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (Registration
No. 33-57624) Amendment No. 1 filed on March 19, 1993.* |
3.2 |
|
Articles of Amendment of
the Articles of Incorporation of the Registrant, dated April 27, 1993, are incorporated by reference to Exhibit 3.2 to the Company’s
Registration Statement on Form 8-B dated April 29, 1993.* |
3.3 |
|
Articles of Amendment of
the Articles of Incorporation of the Registrant, dated November 3, 1993, are incorporated by reference to Exhibit 3.3 to the Form
10-K for the year ended October 31, 1993.* |
3.4 |
|
Articles
of Amendment of the Articles of Incorporation of the Registrant, dated March 19, 1998, are incorporated by reference to Exhibit 3.4
to the Company’s Registration Statement on Form S-3 (Registration No. 333-48439) filed on March 23, 1998.* |
3.5 |
|
Articles
of Amendment of the Articles of Incorporation of the Registrant, dated as of November 2, 2003, are incorporated by reference to Exhibit
3.5 to the Form 10-K for the year ended October 31, 2003.* |
3.6 |
|
Articles
of Amendment of the Articles of Incorporation of the Registrant, dated March 26, 2012, are incorporated by reference to Exhibit 3.1
to the Form 8-K filed on March 29, 2012.* |
3.7 |
|
Articles
of Amendment of the Articles of Incorporation of the Registrant, dated March 16, 2018, are incorporated by reference to Exhibit 3.1
to the Form 8-K filed on March 20, 2018.* |
3.8 |
|
Amended
and Restated Bylaws of the Registrant, effective as of September 22, 2014, are incorporated by reference to Exhibit 3.1 to the Form
8-K filed on September 25, 2014.* |
5.1 |
|
Opinion
of Akerman LLP.** |
10.1 |
|
Registration Rights Agreement, dated August 4, 2023, between HEICO Corporation and the selling stockholders.** |
23.1 |
|
Consent
of Akerman LLP. (contained in Exhibit 5.1). |
23.2 |
|
Consent of Deloitte & Touche LLP.** |
24.1 |
|
Power
of Attorney (included with signature page on this Form S-3). |
107 |
|
Filing
Fee Table.** |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which
offers or sales are being made, a post—effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement;
Provided, however, that:
paragraphs (a)(1)(i), (a)(1)(ii), and
(a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post—effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(b) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Hollywood, Florida, on this 4th day of August, 2023.
|
HEICO CORPORATION |
|
|
|
|
By: |
/s/ Carlos L. Macau, Jr. |
|
|
Carlos L. Macau, Jr. |
|
|
Executive Vice President — Chief Financial Officer and Treasurer |
|
|
(Principal Financial Officer) |
|
By: |
/s/ Steven M. Walker |
|
|
Steven M. Walker |
|
|
Chief Accounting Officer and Assistant Treasurer |
|
|
(Principal Accounting Officer) |
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Carlos L. Macau, Jr. and Joseph W. Pallot and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Laurans A. Mendelson |
|
Chairman of the Board; Chief Executive Officer; and Director |
|
August 4, 2023 |
Laurans A. Mendelson |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Carlos L. Macau, Jr. |
|
Executive Vice President — Chief Financial Officer and Treasurer |
|
August 4, 2023 |
Carlos L. Macau, Jr. |
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/ Steven M. Walker |
|
Chief Accounting Officer and Assistant Treasurer |
|
August 4, 2023 |
Steven M. Walker |
|
(Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Thomas M. Culligan |
|
Director |
|
August 4, 2023 |
Thomas M. Culligan |
|
|
|
|
|
|
|
|
|
/s/ Carol F. Fine |
|
Director |
|
August 4, 2023 |
Carol F. Fine |
|
|
|
|
|
|
|
|
|
/s/ Adolfo Henriques |
|
Director |
|
August 4, 2023 |
Adolfo Henriques |
|
|
|
|
|
|
|
|
|
/s/ Mark H. Hildebrandt |
|
Director |
|
August 4, 2023 |
Mark H. Hildebrandt |
|
|
|
|
|
|
|
|
|
/s/ Eric A. Mendelson |
|
Co-President and Director |
|
August 4, 2023 |
Eric A. Mendelson |
|
|
|
|
|
|
|
|
|
/s/ Victor H. Mendelson |
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Co-President and Director |
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August 4, 2023 |
Victor H. Mendelson |
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/s/ Julie Neitzel |
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Director |
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August 4, 2023 |
Julie Neitzel |
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/s/ Alan Schriesheim |
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Director |
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August 4, 2023 |
Alan Schriesheim |
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/s/ Frank J. Schwitter |
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Director |
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August 4, 2023 |
Frank J. Schwitter |
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II-4
Exhibit 5.1
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Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131
T: 305 374 5600
F: 305 374 5095 |
August 4, 2023
HEICO Corporation
3000 Taft Street
Hollywood, Florida 33021
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to HEICO
Corporation, a Florida corporation (the “Company”), in connection with the preparation and filing with the Securities and
Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (such registration statement is herein referred
to as the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended
(the “Act”), the resale of up to 1,054,606 shares (the “Shares”) of the Company’s Class A Common Stock (“Class
A Common Stock”), issued pursuant to that certain Agreement and Plan of Merger, dated May 15, 2023 (the “Merger Agreement”),
by and among the Company, its newly formed wholly owned subsidiary Magnolia MergeCo Inc., Jazz Parent, Inc., the owner of Wencor Group,
and Jazz Topco GP LLC, solely in its capacity as representative for purposes of certain provisions of the Merger Agreement. This opinion
is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act in connection with the filing
of the Registration Statement. The Shares are to be offered by the selling stockholders on a delayed or continuous basis pursuant to Rule
415 under the Act as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”), as may be
supplemented by one or more supplements to the Prospectus. All capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, (ii)
the Articles of Incorporation of the Company, as amended, as currently in effect; (iii) the Amended and Restated Bylaws of the Company,
as currently in effect, (iv) the Merger Agreement, and (v) certain resolutions of the Board of Directors of the Company. We have also
examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies,
and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties
thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents
and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon statements and representations of officers and other representatives of the
Company and others.
HEICO Corporation
August 4, 2023
Page 2
Based upon the foregoing and
subject to the limitations set forth below, we are of the opinion that the Shares, issued and paid for in accordance with the terms of
the Merger Agreement, are duly and validly issued, fully paid and non-assessable shares of Class A Common Stock of the Company.
We express no opinion as to matters
governed by laws of any jurisdiction other than Florida law. We neither express nor imply any obligation with respect to any other laws
or the laws of any other jurisdiction or of the United States. For the purpose of this opinion, we assume that the Shares will be offered
and sold in compliance with all applicable state securities or blue sky laws.
We assume no obligation to update
or supplement this opinion if any applicable laws change after the date of this opinion or if we become aware after the date of this opinion
of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. We are opining
only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. Without limiting the generality
of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement, other than as expressly
stated herein with respect to the Shares.
This opinion letter is furnished
in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written
consent in each instance. Further, no portion of this opinion letter may be quoted, circulated or referred to in any other document for
any other purpose without our prior written consent.
We understand that you wish to
file this opinion as an exhibit to the Registration Statement, and we hereby consent thereto. We hereby further consent to the reference
to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we
do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission.
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Very truly yours, |
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/s/ Akerman LLP |
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 4, 2023, is made and entered into by and among (i) HEICO Corporation, a
Florida corporation (the “Company”), and (ii) each of the Persons listed on Schedule A attached hereto (the
“Schedule of Holders”) (each a “Holder” and, collectively, the “Holders”).
RECITALS
WHEREAS, the Company and
its newly formed wholly owned subsidiary Magnolia MergeCo Inc., a Delaware corporation, entered into an Agreement and Plan of Merger,
dated May 15, 2023 (the “Merger Agreement”), with Jazz Parent, Inc., a Delaware corporation, and Jazz Topco GP LLC,
a Delaware limited liability company, solely in its capacity as representative for purposes of certain provisions of the Merger Agreement,
setting forth terms of an acquisition (“Acquisition”); and
WHEREAS, in connection
with the Merger Agreement, the Holders shall receive shares of Common Stock, pursuant to the terms of the Merger Agreement.
NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Resale Shelf Registration Rights.
(a) Registration Statement Covering
Resale of Registrable Securities. The Company shall use best efforts to prepare and file or cause to be prepared and filed with the
Commission, immediately following the closing of the Acquisition (or at such later date as Warburg Pincus may request in writing), a Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time
to time by the holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”).
The Resale Shelf Registration Statement shall be on Form S-3ASR or if such form is not available for purposes of registering the Registrable
Securities, then a Form S-3 (“Form S-3”) or such other appropriate form permitting Registration of such Registrable
Securities for resale by such Holders. The Company shall use best efforts to cause the Resale Shelf Registration Statement to be declared
effective immediately upon filing with the Commission, or if not on Form S-3ASR as promptly as possible upon filing of a Form S-3. Once
the Resale Shelf Registration Statement is effective (the “Effective Date”), the Company shall use best efforts to
maintain the Resale Shelf Registration Statement in accordance with the terms hereof and keep the Resale Shelf Registration Statement
continuously effective and shall cause the Resale Shelf Registration Statement to be supplemented and amended (including post-effective
amendments) to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another
Registration Statement is available, under the Securities Act at all times until the first date on which there are no longer any Registrable
Securities outstanding (the “Effectiveness Period”). The Resale Shelf Registration Statement shall contain a Prospectus
in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor
or similar provision adopted by the Commission then in effect) at any time beginning on the Effective Date for such Registration Statement
(subject to lock-up restrictions provided in this Agreement), and shall provide that such Registrable Securities may be sold pursuant
to any method or combination of methods legally available to, and requested by, the Holders, including in customary market and brokerage
trades through any national exchange or over the counter market.
(b) Notification and Distribution
of Materials. The Company shall notify the Holders in writing of the effectiveness of the Resale Shelf Registration Statement as soon
as practicable, and in any event within two (2) Business Days after the Resale Shelf Registration Statement becomes effective, and shall
furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements
and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and
any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Holders may reasonably
request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.
(c) Amendments and Supplements.
Subject to the provisions of Section 1(a) above, the Company shall promptly prepare and file with the Commission from time to time
such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary
to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the
disposition of all the Registrable Securities during the Effectiveness Period or, if requested by Warburg Pincus in writing, to add Registrable
Securities held by additional Holders. If any Resale Shelf Registration Statement filed pursuant to Section 1(a) is filed on Form
S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify the Holders of
such ineligibility and shall file a shelf registration on Form S-1 or other appropriate form as promptly as reasonably practicable to
replace the shelf registration statement on Form S-3 and use its best efforts to have such replacement Resale Shelf Registration Statement
declared effective as promptly as reasonably practicable and to cause such replacement Resale Shelf Registration Statement to remain effective,
and shall cause the Resale Shelf Registration Statement to be supplemented and amended to the extent necessary to ensure that such Resale
Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the
resale of all the Registrable Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities;
provided, however, that at any time the Company once again becomes eligible to use Form S-3, the Company shall cause such replacement
Resale Shelf Registration Statement to be amended, or shall promptly file a new replacement Resale Shelf Registration Statement, such
that the Resale Shelf Registration Statement is once again on Form S-3.
(d) Notwithstanding the registration
obligations set forth in this Section 1, in the event the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single Registration Statement,
the Company agrees to promptly (i) inform each of the Holders thereof and shall file amendments to the Resale Shelf Registration Statement
as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new Registration Statement, on Form
S-3, or if Form S-3 is not then available to the Company for such Registration Statement, on such other form available to register for
resale the Registrable Securities as a secondary offering.
2. Demand Registration
(a) Request
for Registration. In the event that the Company does not then have an effective Registration Statement available for the sale of the
Registrable Securities on Form S-3, and the Registrable Securities may not be freely sold pursuant to Rule 144 promulgated under the Securities
Act without limitation on volume or manner of sale limitations (subject to requirements under Rule 144 that the Company has filed all
required applicable reports under the Exchange Act), WPXI Finance, LP and Warburg Pincus XI Partners, L.P. (together with their affiliated
transferees, “Warburg Pincus”), may make a written demand for registration under the Securities Act of all or part
of their Registrable Securities having an aggregate value of at least $20 million, as the case may be (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will within ten (10) days of the Company’s receipt of the Demand Registration notify
all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion
of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities
in such registration, a “Demanding Holder”) shall so notify the Company within five (5) days after the receipt by the
holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2(d) and the provisos set forth in Section 6. The Company shall
not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2(a) in respect of all Registrable
Securities. No Demand Registration may be made while a Resale Shelf Registration Statement remains effective or the Registrable Securities
may be freely sold pursuant to Rule 144 without limitation on value or manner of sale limitations.
(b) Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to
file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
(c) Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written
demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be
conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities
in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting by
a majority-in-interest of the holders initiating the Demand Registration.
(d) Reduction
of Offering. If the managing underwriters for a Demand Registration that is to be an underwritten offering advises the Company and
the Demanding Holders in writing that in their opinion the number of securities requested to be included in such registration exceeds
the number of securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing
or method of distribution of the offering, the Company shall include in such registration that (i) first, Warburg Pincus shall be entitled
to participate for the full amount of securities that it proposes to include in such offering, (ii) second, the other Demanding Holders
shall be entitled to participate for the full amount of securities that they propose (and are entitled) to include in such offering, and
(iii) third, the Company and any other Person may allocate the remaining amount of securities that may be included in such offering (if
any) in any manner as they may agree.
(e) Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the underwriters of their request to withdraw prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws
from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for
in Section 2(a).
3. Shelf Take-Downs
(a) In the
event that a Resale Shelf Registration Statement covering Registrable Securities is effective, Warburg Pincus may deliver a notice to
the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its
Registrable Securities included by it on the shelf registration statement (a “Shelf Underwritten Offering”), and the
Company shall amend or supplement the Resale Shelf Registration Statement as may be necessary in order to enable such Registrable Securities
to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other
Holders pursuant to Section 3(a)(i)). Warburg Pincus shall be entitled to request an unlimited number of shelf take-downs to effect a
Shelf Underwritten Offering, if available to the Company, with respect to the Registrable Securities held by such Holders in addition
to the other registration rights provided in Sections 1, 2, 3 and 4; provided that each such Shelf Underwritten Offering must be a minimum
size of $20,000,000. In connection with any Shelf Underwritten Offering:
i. if requested
by Warburg Pincus in the Take-Down Notice, the Company shall also deliver the Take-Down Notice to all other Holders with securities included
on such Resale Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the Resale Shelf
Registration Statement in the Shelf Underwritten Offering if such Holder notifies the requesting Holder and the Company within two (2)
calendar days after distribution or dissemination (including via e-mail, if available) of the Take-Down Notice to such Holder; and
ii. in the
event that the underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number of securities which can be sold in such offering without adversely affecting the marketability, proposed
offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the full amount
of securities that Warburg Pincus proposes to include in such offering, (ii) second, the full amount of securities that the then other
Holders propose (and are entitled) to include in such offering, and (iii) third, the Company and any other securities requested to be
included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.
4. Piggyback Registrations.
(a) Right to Piggyback. In
the event that the Company does not then have an effective Registration Statement available for the sale of the Registrable Securities
on Form S-3, the Registrable Securities may not be freely sold pursuant to Rule 144 promulgated under the Securities Act without limitation
on volume or manner of sale limitations (subject to requirements under Rule 144 that the Company has filed all required applicable reports
under the Exchange Act), and the Company proposes to register Common Stock (other than (i) in connection with registrations on Form S-4
or Form S-8 promulgated by the Commission or any successor forms, (ii) a registration relating solely to employment benefit plans, or
(iii) in connection with a registration the primary purpose of which is to register debt securities) and the registration form to be used
may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt
written notice to all holders of Registrable Securities of its intention to effect such a Piggyback Registration and, subject to the terms
of Sections 4(c) and Section 4(d) hereof, shall include in such Piggyback Registration (and in all related registrations
or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable
Securities with respect to which the Company has received written requests for inclusion therein within ten (10) Business Days after the
delivery of the Company’s notice; provided that, notwithstanding anything in this Agreement to the contrary, no person (including
any Holders) will have piggyback registration rights on any overnight block trade effected by Warburg Pincus; provided further that any
such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior
to the applicable Registration Statement becoming effective.
(b) Piggyback Expenses. The
Registration Expenses of the Holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether or
not any such registration became effective.
(c) Priority on Primary Registrations.
If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of
securities which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method
of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company and the Registrable
Securities requested to be included in such registration by the Holders which, in the opinion of such underwriters, can be sold, without
any such adverse effect (pro rata among the Company and the Holders of such Registrable Securities on the basis of the number of securities
the Company requested to be included in such registration and Registrable Securities each Holder requested to be included in such registration),
and (ii) second, other securities requested to be included in such registration which, in the opinion of such underwriters, can be sold,
without any such adverse effect.
(d) Priority on Secondary Registrations.
If a Piggyback Registration is an underwritten secondary registration on behalf of Holders of the Company’s securities other than
Holders of Registrable Securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number of securities which can be sold in such offering without adversely affecting
the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration
(i) first, the full amount of securities that Warburg Pincus proposes to include in such offering, (ii) second, the full amount of securities
that the then other Holders propose (and are entitled) to include in such offering, (iii) third, the Company and any other securities
requested to be included in such registration which, in the opinion of such underwriters, can be sold, without any such adverse effect.
(e) Other Registrations.
If the Company has previously filed a Registration Statement with respect to Registrable Securities pursuant to this Section 4,
and if such previous registration has not been withdrawn or abandoned, then the Company shall not be required to file or cause to be effected
any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities
under the Securities Act (except on Form S-8 or any successor form) at the request of any holder or holders of such securities until a
period of at least 90 days has elapsed from the effective date of such previous registration.
(f) Right to Terminate Registration.
The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 whether or not
any holder of Registrable Securities has elected to include securities in such registration. The Registration Expenses of such withdrawn
registration shall be borne by the Company in accordance with Section 7.
5. Agreements of Holders.
(a) If required by the Applicable
Approving Party or the managing underwriter, in connection with any underwritten Public Offering on or after the date hereof, the Holders
that exercise such piggyback registration rights in connection with the underwritten Public Offering and participate in such underwritten
Public Offering, may be required to enter into customary lock-up agreements with the managing underwriter(s) of such underwritten Public
Offering in such form as agreed to by the Applicable Approving Party; provided that the applicable lock-up period shall not exceed
180 days (or such lesser period imposed on the Company or any other participant).
(b) The holders of Registrable Securities
shall use commercially reasonable efforts to provide such information as may reasonably be requested by the Company, or the managing underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the Registration Statement, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities
under the Securities Act pursuant to Section 4 and in connection with the Company’s obligation to comply with federal and
applicable state securities laws.
6. Registration Procedures.
In connection with the Registration to be effected pursuant to the Resale Shelf Registration Statement, and whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts
to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof,
and pursuant thereto the Company shall as expeditiously as reasonably possible:
(a) prepare in accordance with the
Securities Act and all applicable rules and regulations promulgated thereunder and file with the Commission a Registration Statement,
and all amendments and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with
respect to such Registrable Securities and use best efforts to cause such Registration Statement to become effective (provided that at
least five (5) Business Days before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to counsel selected by the Applicable Approving Party copies of all such documents proposed to be filed, which documents
shall be subject to the review and comment of such counsel);
(b) notify each holder of Registrable
Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation
of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;
(c) prepare and file with the Commission
such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to
keep such Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities (but not in
any event before the expiration of any longer period required under the Securities Act or, if such Registration Statement relates to an
underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to
be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the
intended methods of disposition by the Holders thereof set forth in such Registration Statement;
(d) furnish to each seller of Registrable
Securities thereunder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included
in such Registration Statement (including each preliminary prospectus), each Free-Writing Prospectus and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;
(e) during any period in which a
prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission,
including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Act;
(f) use its best efforts to register
or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the lead underwriter or any
Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller
to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for
this Section 6(f), (ii) consent to general service of process in any such jurisdiction, or (iii) subject itself to taxation in
any such jurisdiction);
(g) promptly notify in writing each
seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such Registration Statement and
each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a Registration
Statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any
exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment or supplementing
of such Registration Statement or prospectus or for additional information, and (iii) at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not
misleading, and, at the request of any such seller, the Company promptly shall prepare, file with the Commission and furnish to each such
seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary
to make the statements therein not misleading;
(h) cause all such Registrable Securities
to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be
listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two (2) market makers to
register as such with respect to such Registrable Securities with FINRA;
(i) enter into and perform such
customary agreements (including underwriting agreements in customary form) and take such other actions as the Applicable Approving Party
or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(j) make available for inspection
by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent
retained by any such underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
managers, directors, employees, agents, representatives and independent accountants to supply all information reasonably requested by
any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement;
(k) take all reasonable actions
to ensure that any Free-Writing Prospectus utilized in connection with any Piggyback Registration hereunder complies in all material respects
with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with
the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading;
(l) otherwise comply with all applicable
rules and regulations of the Commission;
(m) permit any holder of Registrable
Securities who, in its good faith judgment (based on the advice of counsel), could reasonably be expected to be deemed to be an underwriter
to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished
to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;
(n) in the event of the issuance
of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the
Company shall use its best efforts promptly to obtain the withdrawal of such order;
(o) use its best efforts to cause
such Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Securities;
(p) prepare or direct the Company’s
outside counsel to prepare such documents as are required by the Company’s transfer agent to facilitate the prompt settlement of
any transactions by Jazz Topco L.P. or any Holder pursuant to the Registration Statement and shall take such steps to remove any restrictive
legends from the shares of Registrable Securities at such time as such shares can be freely sold pursuant to Rule 144 promulgated under
the Securities Act without limitation on volume or matter of sale;
(q) cooperate with each holder of
Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with FINRA;
(r) if such Registration includes
an underwritten Public Offering, use its best efforts to obtain a cold comfort letter from the Company’s independent public accountants
and addressed to the underwriters, in customary form and covering such matters of the type customarily covered by cold comfort letters
as the underwriters in such Registration reasonably request;
(s) provide a legal opinion of the
Company’s outside counsel, dated the Effective Date of such Registration Statement (and, if such Registration includes an underwritten
Public Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment
and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto
in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed
to the underwriters; and
(t) if the Company does not pay
the filing fee covering the Registrable Securities at the time an automatic shelf registration Statement is filed, pay such fee at such
time or times as the Registrable Securities are to be sold.
7. Registration Expenses.
(a) All expenses incident to the
Company’s performance of or compliance with this Agreement, including, without limitation, all registration, qualification and filing
fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange rules and filings, printing expenses,
messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent
certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by the Company
(all such expenses being herein called “Registration Expenses”), shall be borne by the Company as provided in this
Agreement and, for the avoidance of doubt, the Company also shall pay all of its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly
review, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities
issued by the Company are then listed. Each Person that sells securities pursuant to a Piggyback Registration hereunder shall bear and
pay all underwriting discounts and commissions and transfer taxes applicable to the securities sold for such Person’s account.
(b) The Company shall reimburse
the holders of Registrable Securities included in such registration for the reasonable fees and disbursements, not to exceed $25,000 with
respect to any such Registration, of one counsel and one local counsel (if necessary) chosen by the Applicable Approving Party for purpose
of rendering a legal opinion on behalf of such Holders in connection with any Piggyback Registration.
(c) To the extent Registration Expenses
are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration
Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable shall
be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to
be so registered.
8. Indemnification.
(a) The Company agrees to (i) indemnify
and hold harmless, to the fullest extent permitted by law, each Holder and their respective officers, directors, members, partners, agents,
affiliates and employees and each Person who controls such Holder (within the meaning of the Securities Act or the Exchange Act) against
all losses, claims, actions, damages, liabilities and expenses to the extent caused by (A) any untrue or alleged untrue statement of material
fact contained in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or (B) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or
any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in
connection with any such registration, qualification or compliance, and (ii) pay to each Holder and their respective officers, directors,
members, partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities Act
or the Exchange Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, except insofar as the same are caused by or contained in any information
furnished in writing to the Company or any managing underwriter by such Holder expressly for use therein; provided, however, that
the indemnity agreement contained in this Section 8 shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld,
conditioned or delayed), nor shall the Company be liable in any such case for any such claim, loss, damage, liability or action to the
extent that it solely arises out of or is based upon an untrue statement of any material fact contained in the Registration Statement
or omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such
Registration Statement. In connection with an underwritten offering, the Company shall indemnify any underwriters or deemed underwriters,
their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Exchange
Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.
(b) In connection with any Registration
Statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such
information as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent
permitted by law, shall indemnify the Company, its officers, directors, employees, agents and representatives and each Person who controls
the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses to the extent resulting
from any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in
any information so furnished in writing by such holder; provided that the obligation to indemnify shall be individual, not joint and several,
for each holder and shall be limited to the net amount of proceeds actually received by such holder from the sale of Registrable Securities
pursuant to such Registration Statement.
(c) Any Person entitled to indemnification
hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided
that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure
has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict
of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall
not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim shall not be obligated to pay the fees and expenses of more than one counsel (as well as one local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance,
the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable
Securities included in the registration, at the expense of the indemnifying party. No indemnifying party, in the defense of such claim
or litigation, shall, except with the consent of each indemnified party, consent to the entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.
(d) Each party hereto agrees that,
if for any reason the indemnification provisions contemplated by Sections 8(a) or Section 8(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof)
referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with
the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be
just or equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the holders or
any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 8(d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except
as provided in Section 8(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 12(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations in this Section 8(d) to contribute shall be several in proportion to the amount of securities registered
by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such seller from the sale of Registrable
Securities effected pursuant to such registration.
(e) The indemnification and contribution
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities
and the termination or expiration of this Agreement.
9. Participation in Underwritten
Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell
such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested
by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities
such holder has requested to include) and (b) completes and executes all questionnaires, powers of attorney, custody agreements, stock
powers, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements;
provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations
or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s
title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution)
or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome
than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as may
be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under
Section 5, Section 6 and this Section 9 or that are necessary to give further effect thereto. To the extent that
any such agreement is entered into pursuant to, and consistent with, Section 6 and this Section 9, the respective rights
and obligations created under such agreement shall supersede the respective rights and obligations of the holders, the Company and the
underwriters created pursuant to this Section 9.
10. Other Agreements;
Certain Limitations on Registration Rights. The Company shall file all reports required to be filed by it under the Securities Act
and the Exchange Act and the rules and regulations adopted by the Commission thereunder and shall take such further action as the Holders
may reasonably request, all to the extent required to enable such Persons to sell securities pursuant to (a) Rule 144 adopted by the Commission
under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Commission
or (b) a Registration Statement on Form S-3 or any similar registration form hereafter adopted by the Commission. Upon request, the Company
shall deliver to the Holders a written statement as to whether it has complied with such requirements. The Company shall at all times
use its best efforts to cause the securities so registered to continue to be listed on one or more of the New York Stock Exchange, the
New York Stock Exchange American and the Nasdaq Stock Market. The Company shall use its best efforts to facilitate and expedite transfers
of Registrable Securities pursuant to Rule 144, which efforts shall include timely notice to its transfer agent to expedite such transfers
of Registrable Securities and delivery of any opinions requested by the transfer agent.
11. Definitions.
(a) “Applicable
Approving Party” means the holders of a majority of the Registrable Securities participating in the applicable offering.
(b) “Business
Day” means any day that is not a Saturday or Sunday or a federal holiday observed by the Commission.
(c) “Commission”
means the U.S. Securities and Exchange Commission.
(d) “Common
Stock” means the Class A Common Stock of the Company, par value $0.01 per share.
(e) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.
(f) “FINRA”
means the Financial Industry Regulatory Authority.
(g) “Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405 of the Securities Act.
(h) “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
(i) “Prospectus”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.
(j) “Public
Offering” means any sale or distribution by the Company and/or holders of Registrable Securities to the public of Common Stock
pursuant to an offering registered under the Securities Act.
(k) “Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a Registration
Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.
(l) “Registrable
Securities” means (i) any shares of Common Stock issued in connection with the Acquisition or (ii) any Common Stock issued or
issuable with respect to the securities referred to in the preceding clause (i) by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities,
such securities shall be Registrable Securities until the earlier of (a) the date on which all Registrable Securities included in the
Registration Statement have been sold whether pursuant to the Registration Statement or otherwise, other than a permitted transfer to
an affiliate, and (b) such time as such shares can be freely sold pursuant to Rule 144 promulgated under the Securities Act without limitation
on volume or manner of sale (provided that if during the one-year period following the closing of the Acquisition, the Company breaches
its obligations to use best efforts to keep current and timely file all reports required to be filed or furnished with the Commission
and otherwise comply in all material respects with its reporting obligations under applicable securities laws, the Company shall use best
effort to keep the Registration Statement effective until the first anniversary of the closing of the Acquisition).
(m) “Registration
Statement” means any registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of Common Stock or Registrable Securities, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement (other than a registration statement
on Form S-4 or Form S-8, or their successors).
(n) “Rule 144”,
“Rule 405”, and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or
any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.
(o) “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.
12. Miscellaneous.
(a) No Inconsistent
Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or
violates or in any way impairs the rights granted to the Holders in this Agreement.
(b) Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject matter
hereof.
(c) Remedies.
Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled
to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any
bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.
(d) Amendments
and Waivers. Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of
such provisions, covenants or conditions may be amended or modified, with the written consent of the Company and in the case of any other
provision, covenant or condition, the Holders of at least a majority in interest of the Registrable Securities at the time in question.
Any amendment or waiver effected in accordance with this Section 12(d) shall be binding upon each Holder and the Company. No course
of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company
in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company.
No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise
of any other rights or remedies hereunder or thereunder by such party.
(e) Successors
and Assigns; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not
be assigned or delegated by the Company in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, to any affiliate of the Holder with the prior written consent of the Company. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their respective successors
and permitted assigns. This Agreement shall not confer any rights or benefits on any Persons that are not parties hereto, other than as
expressly set forth in this Agreement. No assignment by any party hereto of such party’s rights, duties and obligations hereunder
shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as
provided in Section 12(j) and (ii) the written agreement of the assignee, in a form reasonably acceptable to the Company, to be
bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 12(e)
shall be null and void. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not
any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities.
(f) Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid, illegal or unenforceable in any respect under any
applicable law, such provision shall be ineffective only to the extent of such prohibition, invalidity, illegality or unenforceability,
without invalidating the remainder of this Agreement.
(g) Counterparts.
This Agreement may be executed simultaneously in counterparts, any one of which need not contain the signatures of more than one party,
but all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
(h) Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of
the word “including” herein shall mean “including without limitation.”
(i) Governing Law. All issues
and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto
shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law
or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.
(j) Notices. All notices,
demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and
shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or by registered
or certified mail (postage prepaid, return receipt requested) to each Holder at the address indicated on the Schedule of Holders attached
hereto as Schedule A and to the Company at the address indicated below (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 12(j)):
if to the Company:
HEICO Electronic Technologies Corp.
825 Brickell Bay Drive
Suite 1644, Tower III
Miami, FL 33131
Attention: Victor H. Mendelson
Fax No.: (305) 374-6742
E-mail address: vmendelson@heico.com
with a copy to (which shall not constitute notice):
HEICO Corporation
825 Brickell Bay Drive, Suite 1644
Miami, FL 33131
Attention: General Counsel
Fax No.: (305) 374-6742
E-mail address: jpallot@heico.com
with a copy to (which shall not constitute notice):
Akerman LLP
Three Brickell City Centre
98 S.E. 7th
Street, Suite 1100
Miami, FL 33131
|
Attention: |
Jonathan L. Awner |
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Christina C. Russo |
Fax No.: (305) 374-5095
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E-mail address: |
jonathan.awner@akerman.com |
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christina.russo@akerman.com |
(k) Mutual Waiver
of Jury Trial. As a specifically bargained inducement for each of the parties to enter into this Agreement (with each party having
had opportunity to consult counsel), each party hereto expressly and irrevocably waives the right to trial by jury in any lawsuit or legal
proceeding relating to or arising in any way from this Agreement or the transactions contemplated herein, and any lawsuit or legal proceeding
relating to or arising in any way to this Agreement or the transactions contemplated herein shall be tried in a court of competent jurisdiction
by a judge sitting without a jury.
(l) Adjustments.
If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made
in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue
with respect to the Registrable Securities as so changed.
(m) No Strict Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
(n) Market and
Brokerage Trades. The parties acknowledge and agree that, notwithstanding anything in this Agreement or any other agreement to the
contrary, subject to compliance with applicable securities laws, Warburg Pincus and all other Holders shall have the right to sell Registrable
Securities in customary market and brokerage trades through any national exchange or over the counter market at any time.
(o) Blackouts.
The parties acknowledge and agree that, notwithstanding anything in this Agreement or any other agreement to the contrary, neither Warburg
Pincus nor any other Holder shall be subject to any trading blackouts with respect to the Registrable Securities for any reason.
(p) Termination.
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding;
provided, that the provisions of Sections 7 and 8 of this Agreement shall survive any such termination.
[signature pages follow]
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.
|
HEICO
CORPORATION |
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|
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By: |
/s/ Victor H. Mendelson |
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Name: |
Victor
H. Mendelson |
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Title: |
Co-President |
Complete the following as appropriate:
WPXI Finance, LP
By: WPXI GP, L.P., its general partnership
By: Warburg Pincus Private Equity XI, L.P., its general partner
By: Warburg Pincus XI, L.P., its general partner
By: WP Global LLC, its general partner
By: Warburg Pincus & Co., its managing member
By: |
/s/
Harsha Marti |
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Name: |
Harsha Marti |
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Title: |
Vice President and Secretary |
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Holder Address for Notices:
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Attention: General Counsel
Complete the following as appropriate:
Warburg Pincus XI Partners, L.P.
By: Warburg Pincus XI, L.P., its general partner
By: WP Global LLC, its general partner
By: Warburg Pincus Partners II, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By: |
/s/
Harsha Marti |
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Name: |
Harsha Marti |
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Title: |
Vice President and Secretary |
|
Holder Address for Notices:
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Attention: General Counsel
[Signature Page to Registration Rights Agreement]
Execution Version
Complete the following as appropriate:
Jazz Co-Invest LLC
By: Warburg Pincus XI, L.P., it member
By: WP Global LLC, its general partner
By: Warburg Pincus Partners II, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
By: |
/s/
Harsha Marti |
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Name: |
Harsha Marti |
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Title: |
Vice President and Secretary |
|
Holder Address for Notices:
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Attention: General Counsel
Complete the following as appropriate:
By: |
/s/ Thomas W Horton |
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Name: |
Thomas W. Horton |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Andrew Shields
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Name: |
Andrew Shields
| |
Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Michael Pulick |
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Name: |
Michael Pulick
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Gary Fortner |
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Name: |
Gary Fortner
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Kevin Hopper |
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Name: |
Kevin Hopper, Trustee of the Fortner Irrevocable Trust
| |
Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Arthur DeGuire |
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Name: |
Arthur DeGuire
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Marlene Gonzalez |
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Name: |
Marlene Gonzalez
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Andrew Thompson |
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Name: |
Andrew Thompson, Senior Trust Officer
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Jeffrey Furgo |
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Name: |
Jeffrey Furgo
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Brian Rohrenbach |
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Name: |
Brian Rohrenbach
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ David Kozak |
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Name: |
David Kozak
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Issabelle Kay |
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Name: |
Issabelle Kay
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Tyson Kay |
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Name: |
Tyson Kay
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Gregory Lowenstein |
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Name: |
Gregory Lowenstein
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Kathryn A. Lowenstein |
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Name: |
Kathryn A. Lowenstein
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Gregory M. Harwood |
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Name: |
Gregory M. Harwood |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Seth Satterfield |
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Name: |
Seth Satterfield |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Robert M. Dann |
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Name: |
Robert M. Dann |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Domenick DiGirolamo |
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Name: |
Domenick DiGirolamo |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Timothy Chase Harris |
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Name: |
Timothy Chase Harris |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ David Fortner |
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Name: |
David Fortner |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/ Kevin F. Wisneski |
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Name: |
Kevin F. Wisneski |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Richard Keith Coleman |
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Name: |
Richard Keith
Coleman |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
Premier Trust, Inc., Custodian FBO Scott R. Herndon
IRA #009086
By: |
/s/
Kathy Klein |
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Name: |
Kathy Klein,
Trust Officer |
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By: |
/s/
Scott R. Herndon |
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Name: |
Scott R. Herndon,
IRA Owner Approved |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Scott R. Herndon |
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Name: |
Scott R. Herndon |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Matthew Mazzilli |
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Name: |
Matthew Mazzilli |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Thomas W Horton |
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Name: |
Thomas W Horton |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Merlyn Langton |
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Name: |
Merlyn Langton |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Sean Beaubien |
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Name: |
Sean Beaubien |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
James Vint Stewart |
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Name: |
James Vint
Stewart |
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Holder Address for Notices: |
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[Signature Page to Registration Rights
Agreement]
Complete the following as appropriate:
By: |
/s/
Stephen Alfred Schofield Jr. |
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Name: |
Stephen Alfred
Schofield Jr. |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Christopher Brent Curtis Jr. |
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Name: |
Christopher
Brent Curtis Jr. |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
William Sherman Morris |
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Name: |
William Sherman
Morris |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Melissa Garrett |
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Name: |
Melissa Garrett |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Stephen Shaffer |
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Name: |
Stephen Shaffer |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Russell Hays |
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Name: |
Russell Hays |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Michael A. Pulick |
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Name: |
Michael A.
Pulick |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Charles Elder |
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Name: |
Charles Elder |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Eduardo Montalvo |
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Name: |
Eduardo Montalvo |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Antar K. Bailey |
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Name: |
Antar K. Bailey |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Michael Graff |
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Name: |
Michael Graff |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Complete the following as appropriate:
By: |
/s/
Michael Graff |
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Name: |
Michael Graff |
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Title: |
Investment
Advisor |
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Holder Address for Notices: |
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[Signature Page to Registration Rights Agreement]
Schedule A
Schedule of Holders
Selling Shareholder | |
Shares of Class A
Common Stock
to be
Offered
for the
Selling
Shareholder’s
Account | |
Antar K Bailey | |
| 157 | |
Sean Beaubien | |
| 4,169 | |
Richard Keith Coleman | |
| 2,006 | |
Christopher Brent Curtis Jr. | |
| 248 | |
Kristyn Curtis JR TEN Preservation Trust Company TTEE CSH Nevada Trust U/A/D 09/22/2022 | |
| 8,326 | |
Robert M Dann | |
| 288 | |
Arthur DeGuire | |
| 568 | |
Domenick DiGirolamo | |
| 6,346 | |
Charles Elder | |
| 906 | |
David Fortner | |
| 919 | |
Gary Fortner | |
| 367 | |
Kevin Hopper TTEE Fortner Irrevocable Trust U/A/D 12/16/2022 | |
| 8,326 | |
Jeffrey Furgo | |
| 149 | |
Melissa Garrett | |
| 2,132 | |
Marlene Gonzalez | |
| 579 | |
Michael Graff | |
| 7,896 | |
Michael Graff 2012 GST Trust | |
| 4,472 | |
Timothy Harris | |
| 684 | |
Gregory Michael Harwood | |
| 2,219 | |
Russell Hays | |
| 7 | |
Premier Trust, Inc. Custodian FBO Scott R Herndon IRA #009086 | |
| 2,012 | |
Scott R. Herndon | |
| 2,070 | |
Tom Horton | |
| 1,884 | |
Isabelle Kay | |
| 5,534 | |
Tyson Kay | |
| 5,534 | |
David Kozak | |
| 355 | |
Merlyn Langton | |
| 7 | |
Gregory Lowenstein | |
| 4,972 | |
Kathryn Lowenstein | |
| 4,972 | |
Matthew Mazzilli | |
| 6,118 | |
Eduardo Montalvo | |
| 7,939 | |
William Morris | |
| 3,179 | |
Michael Pulick | |
| 2,348 | |
Michael A. Pulick TTEE Michael A. Pulick, Jr. Revocable Living Trust 3/26/1998 | |
| 973 | |
Brian Rohrenbach | |
| 329 | |
Seth Satterfield | |
| 5,080 | |
Stephen Alfred Schofield Jr. | |
| 259 | |
Stephen Shaffer | |
| 2,781 | |
Andrew Shields | |
| 2,143 | |
James Vint Stewart | |
| 1,884 | |
Investment funds and entities affiliated with Warburg Pincus LLC1 | |
| 941,882 | |
Kevin F Wisneski | |
| 1,587 | |
TOTAL | |
| 1,054,606 | |
| 1 | Consists of (i) 772,310.00 shares held of record by WPXI Finance,
L.P., a Delaware limited partnership (“WP XI Finance”), (ii) 40,647.00 shares held of record by Warburg Pincus XI Partners,
L.P., a Delaware limited partnership (“WP XI Partners”); and (iii) 128,925.00 shares held of record by Jazz Co-Invest LLC,
a Delaware limited liability company (“WP Jazz”). WPXI GP, L.P., a Delaware limited partnership (“WPXI Finance GP”),
is the general partner of WP XI Finance. Warburg Pincus Private Equity XI, L.P., a Delaware Limited Partnership (“WP PE XI”
and together with WP XI Partners, the “WP XI Funds”), is the general partner of WPXI Finance GP. Warburg Pincus XI, L.P.,
a Delaware limited partnership (“WP XI GP”), is the general partner of each of WP XI Finance and WP XI Partners and the managing
member of WP Jazz. WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XI GP.
Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global. Warburg
Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WPP II. Warburg Pincus
& Co., a New York general partnership, is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company,
is the manager of the WP XI Funds. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017. |
Exhibit 23.2
CONSENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent
to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated December 21, 2022 relating
to the financial statements of Heico Corporation and subsidiaries and the effectiveness of Heico Corporation and subsidiaries’ internal
control over financial reporting, appearing in the Annual Report on Form 10-K of Heico Corporation and subsidiaries for the year ended
October 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Miami, Florida
August 4,
2023
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
HEICO Corporation
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type | |
Security Class Title(1) | |
Fee
Calculation
Rule | |
Amount
Registered | | |
Proposed
Maximum
Offering
Price Per Unit(2) | | |
Proposed Maximum
Aggregate
Offering Price(2) | | |
Fee Rate | | |
Amount of
Registration
Fee(2) | |
Equity | |
Class A Common Stock, $0.01 par value | |
Rule 457(c) and Rule 457(h) | |
| 1,054,606 | (1) | |
$ | 140.36 | | |
$ | 148,027,305.00 | | |
| 0.00011020 | | |
$ | 16,312.61 | |
Total Offering Amounts |
| | | |
| | | |
$ | 148,027,305.00 | | |
| | | |
$ | 16,312,61 | |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| - | |
Net Fee Due |
| | | |
| | | |
| | | |
| | | |
$ | 16,312.61 | |
(1) | This Registration Statement also
includes an indeterminate number of additional shares of Class A common stock of HEICO Corporation (the “Company”) as may
be issuable as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act
of 1933, as amended. |
(2) | Calculated solely for purposes
of determining the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, based on the average
of the high and low prices of the Company's Class A common stock quoted on the New York Stock Exchange on August 3, 2023. |
HEICO (NYSE:HEI.A)
過去 株価チャート
から 5 2024 まで 6 2024
HEICO (NYSE:HEI.A)
過去 株価チャート
から 6 2023 まで 6 2024