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On September 15, 2023, Knowles Corporation, a Delaware corporation (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Knowles Capital Holdings, Inc., a wholly-owned subsidiary of the Company, Knowles Intermediate PD Holdings, LLC, a wholly-owned subsidiary of the Company, Cornell Dubilier Electronics, Inc., a Delaware corporation ("CDE"), CD Aero, LLC ("CDA"), Kaplan Electronics, Inc. ("Kaplan"), the parties listed as "Shareholders" on the signature pages attached thereto, James P. Kaplan, in his capacity as sellers' representative, and the parties listed as "Guarantors" on the signature pages attached thereto.
Pursuant to the Purchase Agreement, the Company or a subsidiary will acquire (i) all of the issued and outstanding shares of Kaplan and (ii) certain assets of CDE and CDA (collectively, the "Acquisition") for aggregate consideration of $263 million, consisting of a $140 million cash payment at closing and an interest-free seller note of $123 million, with $50 million maturing one year from closing of the Acquisition and the remaining $73 million maturing two years from closing of the Acquisition, secured by certain assets (including equity interest) acquired in connection with the Acquisition.
Posted In: KN
