Kaman Corporation Announces Sale of Additional Convertible Notes pursuant to Over-Allotment Option Exercise

May 25, 2017

BLOOMFIELD, Conn.--(BUSINESS WIRE)--May 25, 2017--
Kaman Corporation (the “Company”) (NYSE:KAMN) announced the sale of an
additional $25 million in aggregate principal amount of its 3.25%
convertible senior notes due 2024 (the “Additional Notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to the initial purchasers’ exercise of their option to purchase
additional notes to cover over-allotments. The sale of the Additional
Notes settled on May 24, 2017. The Additional Notes have the same terms
in all respects as the 3.25% convertible senior notes due 2024
previously issued on May 12, 2017 (the “Base Notes” and, together with
the Additional Notes, the “Notes”). The Company has issued a total of
$200 million aggregate principal amount of Notes.

The interest expense the Company expects to record in respect of the
Notes will represent the cash coupon of 3.25% and the accretion of the
deemed debt discount. The deemed debt discount is determined by
bifurcating the $200 million aggregate principal amount of the Notes
into a debt component and an equity component. The difference between
the aggregate principal amount of the Notes and the value of the debt
component (i.e., the equity component) will be accreted to
interest expense over the term of the Notes. The debt component
represents the present value of associated cash flows discounted using
the borrowing rate at the date of issuance for a similar debt instrument
without a conversion feature, which the Company currently estimates at
5.0%.

In connection with the sale of the Additional Notes, the Company entered
into additional capped call transactions with certain of the initial
purchasers or their respective affiliates (in this capacity, the “option
counterparties”). The additional capped call transactions have
substantially the same terms as the previously announced capped call
transactions entered into with the option counterparties on May 8, 2017
in connection with the sale of the Base Notes.

The Company used a portion of the net proceeds from the sale of the
Additional Notes to enter into the additional capped call transactions
with the option counterparties and has used a portion, and intends to
use the remainder, of the net proceeds from the sale of the Additional
Notes to repay indebtedness under the Company’s existing credit
agreement.

The Additional Notes were offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the Additional
Notes nor the common stock issuable upon conversion of the Additional
Notes have been registered under the Securities Act or the securities
laws of any state or other jurisdiction and may not be offered or sold
in the United States absent registration or an applicable exemption from
such a registration requirements.

This press release does not and shall not constitute an offer to sell or
the solicitation of an offer to buy any notes or common stock, nor shall
there be any sale of notes or common stock, in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any state or
any jurisdiction. Any offer, if at all, will be made only pursuant to
Rule 144A under the Securities Act.

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.

Forward-Looking Statements

This press release contains "forward-looking statements" within the
meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements also may be
included in other publicly available documents issued by the Company and
in oral statements made by our officers and representatives from time to
time. These forward-looking statements are intended to provide
management's current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to be
valid. They can be identified by the use of words such as "anticipate,"
"intend," "plan," "goal," "seek," "believe," "project," "estimate,"
"expect," "strategy," "future," "likely," "may," "should," "would,"
"could," "will" and other words of similar meaning in connection with a
discussion of future operating or financial performance. Examples of
forward looking statements include, among others, statements relating to
future sales, earnings, cash flows, results of operations, uses of cash
and other measures of financial performance.

Because forward-looking statements relate to the future, they are
subject to inherent risks, uncertainties and other factors that may
cause the Company's actual results and financial condition to differ
materially from those expressed or implied in the forward-looking
statements. Such risks, uncertainties and other factors include, among
others: (i) changes in domestic and foreign economic and competitive
conditions in markets served by the Company, particularly the defense,
commercial aviation and industrial production markets; (ii) changes in
government and customer priorities and requirements (including
cost-cutting initiatives, government and customer shut-downs, the
potential deferral of awards, terminations or reductions of expenditures
to respond to the priorities of Congress and the Administration, or
budgetary cuts resulting from Congressional actions or automatic
sequestration); (iii) changes in geopolitical conditions in countries
where the Company does or intends to do business; (iv) the successful
conclusion of competitions for government programs (including new,
follow-on and successor programs) and thereafter successful contract
negotiations with government authorities (both foreign and domestic) for
the terms and conditions of the programs; (v) the timely receipt of any
necessary export approvals and/or other licenses or authorizations from
the U.S. Government; (vi) the existence of standard government contract
provisions permitting renegotiation of terms and termination for the
convenience of the government; (vii) the successful resolution of
government inquiries or investigations relating to our businesses and
programs; (viii) risks and uncertainties associated with the successful
implementation and ramp up of significant new programs, including the
ability to manufacture the products to the detailed specifications
required and recover start-up costs and other investments in the
programs; (ix) potential difficulties associated with variable
acceptance test results, given sensitive production materials and
extreme test parameters; (x) the receipt and successful execution of
production orders under the Company's existing U.S. government JPF
contract, including the exercise of all contract options and receipt of
orders from allied militaries, but excluding any next generation
programmable fuze programs, as all have been assumed in connection with
goodwill impairment evaluations; (xi) the continued support of the
existing K-MAX® helicopter fleet, including sale of existing K-MAX®
spare parts inventory and the receipt of orders for new aircraft
sufficient to recover our investment in the restart of the K-MAX®
production line; (xii) the accuracy of current cost estimates associated
with environmental remediation activities; (xiii) the profitable
integration of acquired businesses into the Company's operations; (xiv)
the ability to implement our ERP systems in a cost-effective and
efficient manner, limiting disruption to our business, and allowing us
to capture their planned benefits while maintaining an adequate internal
control environment; (xv) changes in supplier sales or vendor incentive
policies; (xvi) the effects of price increases or decreases; (xvii) the
effects of pension regulations, pension plan assumptions, pension plan
asset performance, future contributions and the pension freeze,
including the ultimate determination of the U.S. Government's share of
any pension curtailment adjustment calculated in accordance with CAS
413; (xviii) future levels of indebtedness and capital expenditures;
(xix) the continued availability of raw materials and other commodities
in adequate supplies and the effect of increased costs for such items;
(xx) the effects of currency exchange rates and foreign competition on
future operations; (xxi) changes in laws and regulations, taxes,
interest rates, inflation rates and general business conditions; (xxii)
the effects, if any, of the UK's exit from the EU; (xxiii) future
repurchases and/or issuances of common stock; (xxiv) the incurrence of
unanticipated restructuring costs or the failure to realize anticipated
savings or benefits from past or future expense reduction actions; and
(xxv) other risks and uncertainties set forth herein, in our 2016 Form
10-K and in our Form 10-Q for the fiscal quarter ended March 31, 2017.

Any forward-looking information provided in this press release should be
considered with these factors in mind. We assume no obligation to update
any forward-looking statements contained in this press release.

Source: Kaman Corporation

Kaman Corporation
James Coogan, 860-243-6342
Vice President,
Investor Relations
Email: james.coogan@kaman.com