8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

COHERENT CORP. 8-K Report, Material Agreement (Nov 1, 2012)

Filed November 1, 2012For Securities:COHR

Summary

On November 1, 2012, II-VI Incorporated (now Coherent Corp.) announced the completion of its acquisition of M Cubed Technologies, Inc. for an initial consideration of $71.35 million in cash. This acquisition was executed through a merger agreement where M Cubed Technologies, Inc. became a wholly owned subsidiary of II-VI. The company also reported an increase in its unsecured credit facility with PNC Bank, National Association, from $50.0 million to $80.0 million. This expansion of its credit facility was done by exercising the accordion feature of its existing credit agreement, providing II-VI with greater financial flexibility.

Key Highlights

  • 1II-VI Incorporated completed the acquisition of M Cubed Technologies, Inc. for $71.35 million.
  • 2The acquisition was structured as a merger, with M Cubed becoming a wholly owned subsidiary of II-VI.
  • 3The merger consideration is subject to a potential post-closing working capital adjustment of up to $2.5 million.
  • 4II-VI expanded its unsecured credit facility with PNC Bank from $50.0 million to $80.0 million.
  • 5The credit facility expansion was achieved by utilizing the accordion feature of the existing credit agreement.
  • 6The company did not deem financial statements of M Cubed or pro forma financial information to be required for this filing.
  • 7The filing includes the Merger Agreement and an Amended and Restated Revolving Credit Note as exhibits.

Frequently Asked Questions

This 8-K filing primarily announced the completion of II-VI Incorporated's acquisition of M Cubed Technologies, Inc. and the expansion of its credit facility.

II-VI Incorporated paid an initial consideration of $71.35 million in cash for M Cubed Technologies, Inc. The final amount could be adjusted by up to $2.5 million based on a post-closing working capital adjustment.

The expansion of the unsecured credit facility from $50.0 million to $80.0 million provides II-VI Incorporated with increased financial flexibility and access to capital, potentially for future investments, operations, or acquisitions.

No, II-VI Incorporated determined that financial statements for M Cubed Technologies, Inc. and pro forma financial information are not required and therefore are not included in this Form 8-K filing.