8-KLeadership ChangesMaterial AgreementsRegulation FD+1

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Material Agreement (May 27, 2010)

Filed May 27, 2010For Securities:LHX

Summary

L3Harris Technologies, Inc. (LHX), formerly Harris Corporation, announced a significant strategic move on May 20, 2010, by entering into a definitive Agreement and Plan of Merger to acquire CapRock Holdings, Inc. for an aggregate cash purchase price of $525 million. CapRock is a global provider of mission-critical managed satellite communications solutions, serving the energy, government, and maritime industries, with a focus on secure, reliable services in remote locations. This acquisition is expected to close in the first quarter of Harris' fiscal year 2011, subject to customary closing conditions including antitrust approvals and regulatory clearances from various governmental entities. The transaction, which represents a substantial investment for Harris, aims to expand its service offerings and market reach, particularly in the government and energy sectors. The filing also details an internal management change, with Daniel R. Pearson appointed as Executive Vice President and Chief Operating Officer, effective June 1, 2010.

Key Highlights

  • 1Harris Corporation to acquire CapRock Holdings, Inc. for $525 million in cash.
  • 2CapRock Holdings is a provider of managed satellite communications solutions for energy, government, and maritime sectors.
  • 3The acquisition is structured as a merger where CapRock will become a wholly owned subsidiary of Harris.
  • 4The transaction is subject to customary closing conditions, including antitrust review and various governmental approvals.
  • 5Closing is anticipated during the first quarter of Harris' fiscal year 2011.
  • 6Daniel R. Pearson appointed as Executive Vice President and Chief Operating Officer of Harris, effective June 1, 2010.
  • 7The filing includes press releases announcing the merger agreement and the management change.

Frequently Asked Questions

While the filing doesn't explicitly detail the strategic rationale, it indicates that CapRock is a global provider of mission-critical managed satellite communications solutions for the energy, government, and maritime industries. This acquisition likely aims to expand Harris' capabilities and market presence in these key sectors, particularly in providing secure, reliable communication services to remote and harsh environments.

The key closing conditions include the expiration or termination of waiting periods under antitrust laws (like the Hart-Scott-Rodino Act and foreign equivalents), obtaining necessary approvals from governmental entities such as the FCC, Anatel of Brazil, and potentially Indonesian authorities, the accuracy of representations and warranties made by both parties, and the satisfactory performance of obligations under the merger agreement. Additionally, a significant majority of CapRock's warrant holders and equity holders must agree to the transaction.

The closing of the acquisition is expected to occur during the first quarter of Harris' fiscal year 2011. However, the filing explicitly states that there can be no assurances that the closing conditions will be satisfied or waived, or that the closing will occur at all.

The purchase price for CapRock is set at $525 million in cash. This amount will be distributed to CapRock's warrant and equity holders, net of indebtedness, transaction expenses, and tax liabilities, and adjusted for CapRock's cash and cash equivalents. The exact net financial impact will depend on these post-closing adjustments.