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Subsequent Event
9 Months Ended
Feb. 28, 2022
Subsequent Event  
Subsequent Event

Note 16 – Subsequent Event

On March 20, 2023, we acquired the outstanding shares of Trax USA Corp. (“Trax”) for a purchase price of $120.0 million plus contingent consideration of up to $20.0 million based on Trax’s adjusted revenue in calendar years 2023 and 2024.  Trax is a leading provider of aircraft MRO and fleet management software supporting a broad spectrum of maintenance activities for a diverse global customer base of airlines and MROs.

The purchase price was paid at closing except for $12.0 million which was placed on deposit with an escrow agent to secure potential indemnification obligations and fund any post-closing adjustments for working capital and indebtedness.  The escrow amount will be reflected as restricted cash on our unaudited consolidated balance sheet with any remaining escrow released in accordance with the purchase agreement. The contingent compensation consideration requires certain of the former owners’ continued employment through December 31, 2024, and will be treated as compensation expense within selling, general and administrative expenses.

Trax will be reported within our Aviation Services segment.  The acquisition was funded using a combination of proceeds from our Revolving Credit Facility and cash on hand.  It is not practical to disclose the preliminary purchase price allocation or the estimated fair value of the contingent compensation consideration given the short period of time between the acquisition date and the issuance of these unaudited consolidated financial statements.

Transaction costs associated with the acquisition of $1.9 million were expensed as incurred within selling, general and administrative expenses in the three-month period ended February 28, 2023.