Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

Subsequent Events

Proposed Merger

On October 6, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Goat Holdco, LLC, a Delaware limited liability company (“Parent”), and Goat Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc. (“Apollo”).

The Merger Agreement provides that, among other things, and on the terms and subject to the conditions of the Merger Agreement, (a) Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and (b) at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Company common stock (other than (i) shares of Company common stock issued and outstanding immediately prior to the Effective Time that are owned or held in treasury by the Company and shares of Company common stock issued and outstanding immediately prior to the Effective Time that are owned or held by (A) any wholly owned subsidiary of the Company or (B) Parent or any of its wholly owned subsidiaries (including Merger Sub) and (ii) shares of Company common stock issued and outstanding immediately prior to the Effective Time that are held by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect to such shares in accordance with, and who have complied with, Section 262 of the General Corporation Law of the State of Delaware and have not failed to perfect, effectively withdrawn or lost their right to appraisal and payment under Delaware law with respect to such shares), will be automatically converted into the right to receive $47.50 in cash, without interest.

The Merger is expected to close before the end of the first quarter of 2025, subject to customary closing conditions, including, among other things, the adoption of the Merger Agreement by holders of a majority of the outstanding shares of Company common stock and receipt of certain regulatory approvals.

Aerospace Fourth Quarter 2024 Actions

In October 2024, the Company authorized restructuring actions (“Aerospace Fourth Quarter 2024 Actions”) focused on manufacturing footprint optimization, following the acquisition of MB Aerospace. The Aerospace Fourth Quarter 2024 Actions include the geographic transfer of certain programs within the segment, including the elimination of certain roles. The pre-tax charges associated with the Aerospace Fourth Quarter 2024 Actions are expected to approximate $7,000, with approximately $3,600 relating to employee termination costs (primarily severance and other employee related benefits) and $3,400 related to transfer of work charges, recorded through operating profit. Both charges are expected to be paid in cash, with approximately $4,100 expected to be incurred in 2024 and $2,900 being incurred in 2025. The Company anticipates annualized cost savings of over $5,000 resulting from the Aerospace Fourth Quarter 2024 Actions.

Industrial Fourth Quarter 2024 Actions

In October 2024, the Company authorized restructuring actions (“Industrial Fourth Quarter 2024 Actions”) focused on manufacturing footprint optimization, relating to the consolidation of a manufacturing site, and including the elimination of certain roles. The pre-tax charges associated with the Industrial Fourth Quarter 2024 Actions are expected to approximate $13,000. During the first nine months of 2024, the Company formally notified certain affected employees, thereby resulting in $2,234 of pre-tax restructuring charges. Additional pre-tax charges of approximately $8,500 are expected to be recorded during the fourth quarter of 2024, all through operating profit, with approximately $7,500 relating to employee termination costs, (primarily severance and other employee related benefits and expected to be paid in cash) and approximately $1,000 of non-cash charges, primarily related to accelerated rent expense. The remaining estimated pre-tax charges of $2,000 are expected to be recorded in 2025. Approximately $1,300 of the estimated 2025 charges are expected to be paid in cash and relate to employee termination costs, with the balance being non-cash charges, primarily related to accelerated rent expense. The Company anticipates annualized cost savings of over $11,000 from the Industrial Fourth Quarter 2024 Actions.