Material Agreement

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): July 14, 2023   HEICO CORPORATION (Exact name of registrant as specified in its charter)   Florida   001-04604   65-0341002 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)   3000 Taft Street , Hollywood , Florida 33021 (Address of Principal Executive Offices) (Zip Code)   ( 954 ) 987-4000 (Registrant’s telephone number, including area code)     (Former name or former address, if changed since last report)   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:   ☐ 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))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $.01 par value per share   HEI   New York Stock Exchange Class A Common Stock, $.01 par value per share   HEI.A   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐             Item 1.01. Entry into a Material Definitive Agreement.   On July 14, 2023, HEICO Corporation (the “Company”) entered into an amendment (“Third Amendment”) to its existing Revolving Credit Agreement, as amended (“Credit Agreement”), by and among the Company, the several banks and other financial institutions from time to time party thereto (collectively, the “Lenders”) and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. The terms of the Third Amendment, among other things: (i) increased the Lenders’ aggregate commitments to make revolving loans under the Credit Agreement from $1.5 billion to $2.0 billion, (ii) extended the maturity date of the Credit Agreement to July 14, 2028, and (iii) increased the applicable rate with respect to certain total leverage ratio tiers in the pricing grid.   This description of the Third Amendment is qualified in its entirety by reference to the copy of such agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.   Item 9.01. Financial Statements and Exhibits.   (d)   Exhibits   Exhibit   Description       10.1   Third Amendment to Revolving Credit Agreement, effective as of July 14, 2023, among HEICO Corporation, as Borrower, the Lenders from time to time party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. 101.SCH   Inline XBRL Taxonomy Extension Schema Document 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document 104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)   1     SIGNATURE   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.     HEICO CORPORATION       Dated:  July 17, 2023 By: /s/ Carlos L. Macau, Jr.     Carlos L. Macau, Jr.     Executive Vice President –     Chief Financial Officer and Treasurer     2