Parker-Hannifin Corporation (NYSE:PH) signed a letter agreement to acquire LORD Corporation from Jura, LLC on February 13, 2019. Parker-Hannifin Corporation entered into a definitive agreement to acquire LORD Corporation from Jura, LLC for $3.7 billion on April 26, 2019. Pursuant to the Agreement, Parker will pay a purchase price of $3.675 billion in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments. Each Class A Share and Class B Share of LORD issued and outstanding immediately prior to the effective time will be converted into the right to receive an amount in cash, without interest, equal to the portion of the Merger Consideration allocated in respect of such Class A Share or Class B Share. Each Class A Share or Class B Share to be converted into the right to receive the merger consideration will, as of the effective time, no longer be outstanding and will be automatically canceled and retired and will cease to exist, and the holders of such Class A Share or Class B Share will cease to have any rights with respect to such shares other than the right to receive the merger consideration. At closing, Parker will pay $20 million of the consideration into Escrow. At closing, Parker will repay any indebtedness of LORD. The purchase price is expected to be financed with new debt. Parker has entered into a debt commitment letter with Barclays Bank PLC to finance the transaction. Parker-Hannifin Corporation entered into a Credit Agreement with KeyBank National Association for a senior unsecured delayed-draw term loan facility in an aggregate principal amount of $800 million (the “Term Loan Facility”). The proceeds of the Term Loan Facility, if drawn, will be used solely by Parker-Hannifin Corporation, to finance its proposed acquisition of all outstanding capital stock of LORD Corporation. Following the transaction, LORD will operate as a wholly owned subsidiary of Parker. LORD reported adjusted net sales of approximately $1 billion and adjusted EBITDA of $223 million for the fiscal year ended December 31, 2018. The transaction is subject to customary closing conditions, including, without limitation receipt of applicable regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the receipt of other antitrust approvals. The transaction has been approved by the Board of Directors of each company. Jura, LLC, in its capacity as the sole voting shareholder of LORD, has approved the transaction. As of August 6, 2019, The European Commission gave the approval for the takeover of Lord Corporation. The transaction is expected to be completed within the next four to six months. The transaction is expected to be accretive to organic growth, EBITDA margins, cash flow and EPS within the first 12 months, after adjusting for one-time costs and deal related amortization. Onur Eken and Jonathan Gerst of Barclays Bank PLC acted as financial advisors and O. Keith Hallam, III, George F. Schoen, Matthew L. Ploszek, Nathan H. Trunnell, Timothy H. Chang, Michael S. Goldman, Nicholas A. Dorsey, Saagar Kaul, Emily C. Weiss, Christopher K. Fargo, Kiran Sheffrin, Cecily Xi, Eric W. Hilfers, Sarah W. Colangelo, Matthew Morreale, Anthony N. Magistrale and Brian M. Budnick of Cravath, Swaine & Moore LLP acted as legal advisors to Parker. Tom Miles, Phillip Ingle and Kristin Zimmerman of Morgan Stanley & Co. LLC acted as financial advisors and James Dougherty, Lizanne Thomas and Justin Macke of Jones Day acted as legal advisors to LORD. Morgan Bale, Jessie Chiang, Conor O'Muiri, Faiza Rahman, Janeane Ferrari, Melissa Abraham, Stefan Tsourovakas, Raymond Gietz and Rob Cohen of Weil, Gotshal & Manges LLP acted as legal advisors to Barclays on Parker Hannifin's financing for the deal. Pierre Honoré, Valérie Landes and José María Pérez of Bredin Prat & Associes acted as legal advisor to Parker-Hannifin Corporation.