Attached files
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| EX-99.1 - EX-99.1 - AEROFLEX HOLDING CORP. | v206396_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 22, 2010
AEROFLEX
HOLDING CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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333-165920
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01-0899019
|
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
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35
South Service Road
|
|
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P.O.
Box 6022
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|
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Plainview,
New York
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11803
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(516)
694-6700
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events.
On
December 22, 2010, Aeroflex Incorporated (“Aeroflex”), a wholly owned subsidiary
of Aeroflex Holding Corp. (“Aeroflex Holding”), issued a press release
announcing Aeroflex’s repurchase of $26.0 million of its 11.75% Senior
Subordinated Unsecured Term Loans (the “Term Loans”) at a price of $1,110 for
each $1,000 of principal amount of Term Loans repurchased, plus accrued
interest, using the proceeds of Aeroflex Holding’s recently completed initial
public offering. This repurchase, together with the amounts previously
repurchased by Aeroflex pursuant to its tender offer which closed on December 7,
2010 (the “Tender Offer”), bring the total amount of Term Loans repurchased by
Aeroflex to approximately $154.4 million.
Aeroflex
also repurchased in the Tender Offer an aggregate of approximately $32.2 million
of its 11.75% Senior Notes due 2015 (the “Senior Notes”).
As a
result of the above described repurchases, Aeroflex currently has outstanding
approximately $13.6 million of Term Loans and $192.8 million of Senior
Notes.
A copy of
Aeroflex’s press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is filed with this Current Report pursuant to Item
8.01.
(d) Exhibits
Exhibit 99.1 Press
Release dated December 22, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AEROFLEX
HOLDING CORP.
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By:
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/s/ John Adamovich, Jr.
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John
Adamovich, Jr.
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Senior
Vice President, Chief
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Financial
Officer and Secretary
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Date: December
22, 2010