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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):
October 1, 2026
ESCO
TECHNOLOGIES INC.
(Exact Name of Registrant
as Specified in Charter)
| Missouri |
1-10596 |
43-1554045 |
| (State or Other |
(Commission |
(I.R.S. Employer |
| Jurisdiction of Incorporation) |
File Number) |
Identification No.) |
| 645
Maryville Centre Drive, Suite 300
St. Louis, Missouri |
63141-5855 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (314) 213-7200
Securities registered pursuant to section 12(b) of
the Act:
| |
|
|
|
Name of each exchange |
| Title of each class |
|
Trading Symbol(s) |
|
on which registered |
| Common
Stock, par value $0.01 per share |
|
ESE |
|
New
York Stock Exchange |
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 240.13d-4 (c))
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 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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 |
The information set forth under Item 2.01 of this Current Report on
Form 8-K related to the entry into the Shareholder Agreement (as defined below) and Item 2.03 of this Current Report on Form 8-K
related to the entry into the New Credit Agreement (as defined below) is incorporated herein by reference.
| Item 1.02 | Termination
of a Material Definitive Agreement |
Upon the effectiveness of the New Credit Agreement, the Existing Credit
Agreement (as defined below) was terminated. The Existing Credit Agreement had been scheduled to mature by its terms on August 30,
2028.
| Item 2.01 | Completion
of Acquisition or Disposition of Assets |
On October 1, 2026 (the “Closing
Date”), ESCO Technologies Inc., a Missouri corporation (the “Registrant”), completed its previously
announced purchase of the entire issued share capital of Megger Group Limited, a company incorporated in England and Wales (the “Company,”
and such transaction, the “Transaction”), pursuant to a share purchase agreement dated April 15, 2026 (the “Purchase
Agreement”) with TBG AG, a Swiss stock corporation (the “Seller”). The aggregate cash and stock consideration
paid by the Registrant to Seller was approximately $2.3 billion, consisting of $922 million in cash and 5.10 million shares (the “Consideration
Shares”) of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”). The purchase
price is subject to a post-closing adjustment based on the net debt and working capital of the Company, with such adjustment payable
in cash.
This summary of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as
Exhibit 10.1 to the Registrant’s Form 8-K filed on April 16, 2026, and incorporated herein by reference.
Shareholder Agreement
In connection with the Transaction, the Registrant and Seller entered
into a shareholder agreement (the “Shareholder Agreement”) dated October 1, 2026. The Shareholder Agreement provides
for, among other things: (i) the right of Seller to have one designated individual appointed as a member of the Registrant’s
board of directors (the “Board,” and such individual, the “Seller Designee”), with such Board representation
continuing for so long as Seller maintains, together with its permitted transferees and certain affiliated holders (collectively, “Seller
Holders”), aggregate beneficial ownership of at least 50% of the Consideration Shares (the “Minimum Ownership Threshold”);
(ii) certain restrictions on the transfer of the Consideration Shares during the 12-month period following the Closing Date (such
period, the “Restricted Period”), with 50% of the Consideration Shares released from such restrictions six months
after the Closing Date, in all cases subject to certain specified exceptions and limitations; (iii) certain standstill provisions
including, during and after the Restricted Period until the date that is six months after no Seller Designee is a member of the Board
and Seller has irrevocably waived its right to designate a Seller Designee, limitations on Seller Holders acquiring an aggregate beneficial
ownership, inclusive of any Consideration Shares, of more than 24.5% of the then-outstanding shares of Common Stock unless Seller has
obtained the consent of the Registrant’s Board, subject to certain exceptions; (iv) certain voting provisions applicable during
the Restricted Period and continuing thereafter until no Seller Designee is a member of the Board; (v) the right of Seller to consent
to various actions of the Registrant during the Restricted Period (and assuming Seller satisfies the Minimum Ownership Threshold during
such time) relating to fundamental changes to the Registrant’s business and changes to the Registrant’s bylaws that would
disproportionately and materially adversely affect Seller’s rights under the Shareholder Agreement or relative to other shareholders;
(vi) certain customary resale, demand and piggyback registration rights; and (vii) certain preemptive and information rights.
The foregoing description of the Shareholder
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of the
substantially final form of which was attached as Exhibit 10.2
to the Registrant’s Form 8-K filed on April 16, 2026, and incorporated herein by reference.
| Item 2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant |
As previously disclosed, on May 29,
2026, the Registrant and certain of its subsidiaries entered into a Credit Agreement with a group of banks led by JPMorgan Chase
Bank, N.A. as administrative agent, Bank of America, N.A. as syndication agent, BMO Capital Markets Corp., Commerce Bank, Regions
Capital Markets, a Division of Regions Bank, TD Bank, N.A. and Wells Fargo Bank, National Association as co-documentation agents (the
“New Credit Agreement”). The New Credit Agreement became effective substantially concurrently with the consummation
of the Transaction on the Closing Date and replaced the Amended and Restated Credit Agreement, dated as of August 30, 2023 among
the Registrant, the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative
Agent, Bank of America, N.A. as Syndication Agent, Commerce Bank and TD Bank, N.A. as Co-Documentation Agents, and the Departing Lenders
as defined therein (as amended, the “Existing Credit Agreement”), which terminated on the Closing Date upon the effectiveness
of the New Credit Agreement.
The New Credit Agreement provides for (a) a senior secured revolving
credit facility in an initial aggregate commitment amount of $500 million (the “Revolving Credit Facility”), (b) a
senior secured term loan A facility in an initial aggregate principal amount of $500 million (the “Term Loan A Facility”),
and (c) a senior secured term loan B facility in an initial aggregate principal amount of $500 million (the “Term Loan
B Facility,” and together with the Revolving Credit Facility and the Term Loan A Facility, the “Senior Secured Credit
Facilities”).
On the Closing Date, the Registrant borrowed approximately $1.0 billion
under the Term Loan A Facility, the Term Loan B Facility and the Revolving Credit Facility under the New Credit Agreement to (i) fund
the cash portion of the purchase price for the Transaction, (ii) consummate the refinancing of existing indebtedness of the Registrant
and the Company, and (iii) pay the fees, premiums, expenses, and other transaction costs incurred in connection with the Transaction.
The obligations under the New Credit Agreement are guaranteed by the
Registrant (with respect to the obligations of the foreign borrowers), the other borrowers and the Registrant’s direct and indirect
material U.S. subsidiaries, subject to a number of exceptions.
The obligations of the Registrant and the borrowers and the guarantors
under the Senior Secured Credit Facilities are secured by a first priority perfected security interest, subject to permitted liens and
certain customary exceptions, in substantially all tangible and intangible personal property of the Registrant and the other borrowers
and the guarantors, including the pledge of 100% of the equity interests of each of the borrowers’ and guarantors’ existing
and future material domestic and foreign subsidiaries (except where such a pledge as to certain foreign or other subsidiaries would cause
an adverse tax or accounting consequence, 65% of the voting equity interests and 100% of the non-voting equity interests of such foreign
subsidiary or other subsidiary).
Through a credit facility expansion option, the Registrant may elect
to increase the aggregate amount of the Revolving Credit Facility or obtain incremental term loans in any agreed currency up to the U.S.
Dollar equivalent of up to (a) the greater of (x) $451 million or (y) 100% of Consolidated EBITDA (as defined and for
periods set forth therein) plus (b) additional amounts subject to certain terms and conditions (including compliance with certain
maximum leverage ratios). In addition to loans drawn down by the Registrant, certain of the Registrant’s foreign subsidiaries may
draw loans on the New Credit Agreement. Under the Revolving Credit Facility, up to the U.S. dollar equivalent of $75 million may be made
available in certain specified foreign currencies, and up to the U.S. dollar equivalent of $75 million may be made available for the
issuance of letters of credit.
Interest on loans under the New Credit Agreement may be calculated
at a spread over either an Adjusted Term SOFR Rate, Adjusted EURIBOR Rate, Daily Simple SONIA Rate or Alternate Base Rate, at the Registrant’s
election. In addition, the Registrant will pay a facility fee on the aggregate amount of the Senior Secured Credit Facilities, and certain
other fees.
The loans under the Revolving Credit Facility and Term Loan A Facility
are scheduled to mature on October 1, 2031 and the loans under the Term Loan B Facility are scheduled to mature on October 1,
2033.
The New Credit Agreement imposes various restrictions on the Registrant,
including usual and customary representations and warranties, financial covenants including a leverage ratio and an interest coverage
ratio, yield protection covenants, limitations on the ability of the Registrant or any of its subsidiaries to incur debt, to grant liens
upon their assets, and prohibition of certain consolidations, mergers and sales and transfers of assets by the Registrant and its subsidiaries
without the consent of the lenders. The New Credit Agreement includes usual and customary events of default for facilities of this nature
(with customary grace periods, as applicable) and provides that, upon the occurrence of an event of default, payment of all amounts payable
under the New Credit Agreement may be accelerated and/or the lenders’ commitments may be terminated. In addition, upon the occurrence
of certain insolvency or bankruptcy related events of default, all amounts payable under the New Credit Agreement will automatically
become immediately due and payable, and the lenders’ commitments will automatically terminate.
The foregoing summary of the New Credit Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which was attached as Exhibit 10.1
to the Registrant’s Form 8-K filed on June 3, 2026, and incorporated herein by reference.
The Registrant has various relationships with JPMorgan Chase Bank,
N.A., as well as certain of the other lenders under the New Credit Agreement. Certain of such lenders and their affiliates have engaged,
and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the
Registrant and its affiliates.
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers |
Effective October 1, 2026, the Registrant's Board of Directors,
by unanimous written consent pursuant to Section 3.1 of its Bylaws, increased the authorized size of its Board of Directors from
eight to nine members and elected Mr. Jeremy P. Abson as a director to fill the vacancy thereby created.
Mr. Abson will receive compensation for his service on the Board
of Directors and its Committees pursuant to the Registrant's Compensation Plan for Non-Employee Directors, as amended, on the same basis
as the Registrant's other directors; consistent with the compensation described in the Company’s most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission on December 10, 2025, under the heading “Director Compensation” and
as updated from time to time.
Mr. Abson was designated as a Class III Director, to serve
for a term ending at the 2029 annual meeting of shareholders. He will also serve on the Nominating and Corporate Governance Committee
and the Executive Committee of the Board of Directors. In order to retain equality of size among the three director classes as nearly
as practicable, Mr. Khilnani, previously a Class III director, was reclassified as a Class I Director to serve for a term
ending at the 2027 annual meeting of shareholders.
Mr. Abson was appointed to the Board of Directors as an independent
director in accordance with the terms of the Shareholder Agreement. Mr. Abson does not have a direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K involving the Registrant.
| Item 9.01 | Financial
Statements and Exhibits |
(a) Financial Statements. To the extent financial statements
are required to be filed with this item, such financial statements will be filed by amendment to this Current Report on Form 8-K
not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information. To the extent
pro forma financial information is required to be filed by this item, such financial information will be filed by amendment to this Current
Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits
| | Exhibit No. | Description of Exhibit |
| | | |
| 10.1 | Form of
Shareholder Agreement between TBG AG and ESCO Technologies Inc. (incorporated by reference
to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 16, 2026) |
| 10.2 | Credit
Agreement, dated as of May 29, 2026 among the Registrant, the Foreign Subsidiary Borrowers
party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as
Administrative Agent, Bank of America, N.A. as Syndication Agent, and BMO Capital Markets
Corp., Commerce Bank, Regions Capital Markets, a Division of Regions Bank, TD Bank, N.A.
and Wells Fargo Bank, National Association, as Co-Documentation Agents (incorporated by reference
to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 3, 2026) |
| | | |
| | 104 | Cover Page Inline Interactive Data File |
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.
| Date: October 2, 2026 |
|
| |
|
| |
ESCO TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/Christopher
L. Tucker |
| |
|
Christopher L. Tucker |
| |
|
Senior Vice President and Chief Financial Officer |
