Circor enters into amended merger agreement with KKR at $51 per share

Circor (CIR) has accepted a proposal from affiliates of investment funds managed by KKR (KKR) to increase the price of its previously announced definitive merger agreement with Circor from $49 to $51 per common share in cash, an increase of $2 per share. The all-cash transaction will be valued at $1.7B, including the assumption of debt. In addition, KKR has agreed to provide a full equity backstop for the consummation of the merger. KKR has also agreed to a $125M reverse termination fee payable to Circor in certain circumstances where the transaction is terminated due to failure to obtain antitrust approvals, and to increase the existing customary reverse termination fee tied to closing obligations from $67M to $100M. The termination fee payable by Circor to KKR in certain circumstances has been increased from $28M to $42.75M. The amendment was executed after Circor received an unsolicited proposal from a third party for $52.65 per share in cash. The Circor Board of Directors concluded that the KKR offer was superior because it offered more financing certainty and a clearer and faster path to receiving antitrust approvals. The transaction remains on track to close in Q4. The transaction remains subject to the receipt of approval from the company’s stockholders and certain required regulatory approvals, as well as the satisfaction of other customary closing conditions.