424B5

Offering supplement

✓ VerifiedHEICO launched a two-tranche offering of senior unsecured notes, with net proceeds to pay down borrowings on its Existing Credit Facility.

Summary

  • HEICO Corporation filed a preliminary prospectus supplement dated July 13, 2026 to offer two series of senior unsecured notes with pricing terms, principal amounts, coupons, and maturities left blank.
  • The notes will be senior unsecured obligations ranking equally with existing and future senior unsecured indebtedness and effectively subordinated to secured debt.
  • As of April 30, 2026, before this offering, HEICO had approximately $2,587.3 million aggregate principal amount of indebtedness, none of which is secured.
  • HEICO intends to use the net proceeds to pay down borrowings outstanding on its Existing Credit Facility.
  • If a Change of Control Triggering Event occurs, holders may require repurchase at 101% of principal plus accrued interest.
  • The joint book-running managers are Truist Securities, BofA Securities, PNC Capital Markets LLC, and Wells Fargo Securities, with Truist Bank as trustee.
Existing indebtedness
$2,587.3 million
From the filing for Existing indebtedness
“we had approximately $2,587.3 million aggregate principal amount of indebtedness, none of which is secured indebtedness”
Use of proceeds
pay down Existing Credit Facility
From the filing for Use of proceeds
“We intend to use the net proceeds from the sale of the notes to pay down borrowings outstanding on our Existing Credit Facility.”
Change of control repurchase
101%
From the filing for Change of control repurchase
“We will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased”
Trustee
Truist Bank
From the filing for Trustee
“Trustee Truist Bank”
Fiscal 2025 net sales
$4,485.0 million
From the filing for Fiscal 2025 net sales
“our net sales from continuing operations have grown from $26.2 million in fiscal 1990 to $4,485.0 million in fiscal 2025”
Fiscal 2025 net income
$690.4 million
From the filing for Fiscal 2025 net income
“we improved our net income from $2.0 million to $690.4 million”
Governing law
State of New York
From the filing for Governing law
“Governing Law State of New York”
Filing date
July 13, 2026
From the filing for Filing date
“Subject to Completion, dated July 13, 2026”

HEICO is raising new senior unsecured debt to refinance revolving credit borrowings, restructuring its debt maturity profile. The notes are unrated in this text and are not initially guaranteed by subsidiaries.

Filed
Jul 13, 2026
Accepted
2026-07-13 17:24Z
Accession no.
0001213900-26-077390
Size
697 KB