DCO Ducommun Inc

Item 1.01 Entry Into a Material Definitive Agreement.

On October 8, 2019, Ducommun LaBarge Technologies, Inc. (the “Buyer”), an Arizona corporation and wholly-owned subsidiary of Ducommun Incorporated, a Delaware corporation (the “Company”), entered into and closed an Agreement and Plan of Merger (the “Nobles Merger Agreement”) with Nobles Parent, Inc. (“Nobles Parent”), a Delaware corporation, DLT Acquisition, Inc., a Delaware corporation (“Merger Sub”), and Levine Leichtman Capital Partners Private Capital Solutions, L.P., a Delaware limited partnership, in its capacity as stockholder representative (the “Stockholder Representative”).

Upon the terms and subject to the conditions set forth in the Nobles Merger Agreement, on October 8, 2019, Merger Sub merged with and into Nobles Parent, with Nobles Parent surviving the merger, resulting in Nobles Parent becoming a wholly-owned subsidiary of Buyer and an indirect wholly-owned subsidiary of the Company (the “Nobles Acquisition”). The purchase price for the Nobles Acquisition consisted of $77.0 million in cash (the “Purchase Price”), subject to adjustments for cash, indebtedness and transaction expenses. The Nobles Merger Agreement contains customary representations and warranties, covenants and agreements of the parties.

The foregoing description of the Nobles Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Nobles Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Nobles Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any financial or other factual information about Nobles Parent, Buyer or the Company. In particular, the representations, warranties and covenants contained in the Nobles Merger Agreement (i) were made only for purposes of that agreement and as of specific dates, (ii) were solely for the benefit of the parties to the Nobles Merger Agreement, (iii) may be subject to limitations agreed upon by the parties, including being qualified by disclosures made for the purposes of allocating contractual risk between the parties to the Nobles Merger Agreement instead of establishing those matters as facts and (iv) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Nobles Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Accordingly, investors should read the representations and warranties in the Nobles Merger Agreement not in isolation but only in conjunction with the other information about the Company and its subsidiaries that the Company includes in reports, statements and other filings it makes with the Securities and Exchange Commission (the “SEC”).