Kaman Announces Continued Convertibility of Its 2010 3.25% Convertible Notes Due November 2017

July 05, 2017

BLOOMFIELD, Conn.--(BUSINESS WIRE)--Jul. 5, 2017--
Kaman Corporation (“Kaman”) (NYSE:KAMN) announced today that its 2010
3.25% Convertible Senior Notes due November 2017 (the “2010 Convertible
Notes”) will continue to be convertible by the holders thereof until the
close of business on Monday, November 13, 2017, which is the second
scheduled trading day prior to the final maturity date of November 15,
, in accordance with the terms and provisions of the indenture
governing the 2010 Convertible Notes. The current conversion rate of the
2010 Convertible notes is 29.9858 shares of common stock per $1,000
principal amount of the 2010 Convertible Notes, subject to further
adjustment in accordance with the terms and provisions of the indenture.
The aggregate principal amount of 2010 Convertible Notes currently
outstanding is $11.5 million.

If a holder of 2010 Convertible Notes validly surrenders any of its 2010
Convertible Notes for conversion in accordance with the requirements of
the indenture governing the 2010 Convertible Notes, Kaman will settle
such conversion in cash, up to the principal amount of such 2010
Convertible Notes, and will settle amounts in excess of such principal
amount, if any, in cash, shares of Kaman’s common stock or a combination
thereof, at Kaman’s election.

Kaman expects that any such conversion of 2010 Convertible Notes will
result in the exercise of a corresponding number of options under the
privately-negotiated convertible note hedge transactions entered into
with several financial institutions (in this capacity, the “option
counterparties”) in November 2010. These transactions are expected
generally to reduce the potential equity dilution, and/or offset in part
any cash payments due in excess of the principal amount of any such 2010
Convertible Notes, as the case may be, upon any such conversion. Kaman
also entered into separate, privately-negotiated warrant transactions
with the option counterparties in November 2010, which warrants could
have a dilutive effect to the extent that the price of Kaman’s common
stock upon exercise exceeds the strike price of those warrants (and to
the extent that such warrants otherwise have option value in the case of
any early unwind prior to their scheduled expiration commencing in
February 2018).

Kaman has been advised that the option counterparties and/or their
affiliates may modify their hedge positions with respect to the
convertible note hedge transactions and warrant transactions by entering
into or unwinding various derivative transactions and/or purchasing or
selling Kaman’s common stock or other of Kaman’s securities in secondary
market transactions from time to time (and are likely to do so during
any observation period related to any conversion of the 2010 Convertible
Notes). The potential effect, if any, of these transactions and
activities on the market price of Kaman’s common stock or the 2010
Convertible Notes will depend in part on market conditions and cannot be
ascertained at this time, but any of these activities could adversely
affect the value of Kaman’s common stock, which could affect the value
of the 2010 Convertible Notes and the amount of cash and/or the number
of and value of shares of Kaman’s common stock, if any, holders will
receive upon conversion of the 2010 Convertible Notes.

The 2010 Convertible Notes and the shares of Kaman’s common stock, if
any, issuable upon conversion of the 2010 Convertible Notes have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”) or any state securities laws, and may not be offered
or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable state
securities laws. This press release shall not constitute an offer to
sell or a solicitation of an offer to buy these securities, nor shall
there be any sale of these securities, in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

About Kaman Corporation

Kaman Corporation, founded in 1945 by aviation pioneer
Charles H. Kaman,
and headquartered in Bloomfield, Connecticut conducts business in the
aerospace and industrial distribution markets. The company produces and
markets proprietary aircraft bearings and components; super precision,
miniature ball bearings; complex metallic and composite aerostructures
for commercial, military and general aviation fixed and rotary wing
aircraft; safe and arming solutions for missile and bomb systems for the
U.S. and allied militaries; subcontract helicopter work; restoration,
modification and support of our SH-2G Super Seasprite maritime
helicopters; manufacture and support of our K-MAX® manned and unmanned
medium-to-heavy lift helicopters; and engineering design, analysis and
certification services. The company is a leading distributor of
industrial parts, and operates approximately 240 customer service
centers and five distribution centers across the U.S. and Puerto Rico.
Kaman offers more than four million items including bearings, mechanical
power transmission, electrical, material handling, motion control, fluid
power, automation and MRO supplies to customers in virtually every
industry. Additionally, Kaman provides engineering, design and support
for automation, electrical, linear, hydraulic and pneumatic systems as
well as belting and rubber fabrication, customized mechanical services,
hose assemblies, repair, fluid analysis and motor management. More
information is available at www.kaman.com.

Source: Kaman Corporation

Kaman Corporation
James Coogan, 860-243-6342
Vice President,
Investor Relations