8-KMaterial AgreementsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Material Agreement (Nov 12, 2010)

Filed November 12, 2010For Securities:LHX

Summary

L3Harris Technologies, Inc. (formerly Harris Corporation) announced on November 6, 2010, the entry into a definitive Share and Business Sale Agreement to acquire the Global Connectivity Services business from Schlumberger B.V. for $397.5 million in cash, subject to post-closing adjustments. This strategic acquisition aims to expand L3Harris's offerings in global communication services, particularly for the oil and gas industries. The transaction is subject to customary closing conditions, including regulatory approval from the Norwegian Competition Authority, and is anticipated to close in the third quarter of fiscal year 2011. While the agreement outlines specific warranties, covenants, and indemnities to allocate risks between the parties, investors should note that these are subject to contractual limitations and may differ from public disclosure standards.

Key Highlights

  • 1Harris Corporation entered into a definitive agreement to acquire Schlumberger's Global Connectivity Services business.
  • 2The purchase price for the acquisition is $397.5 million in cash, with potential post-closing adjustments.
  • 3The acquired business serves global communication needs, primarily in the oil and gas sector.
  • 4Closing of the acquisition is contingent on regulatory approval (e.g., Norwegian Competition Authority) and other conditions.
  • 5The transaction is expected to close in the third quarter of fiscal year 2011.
  • 6The agreement includes customary warranties, covenants, and indemnities to define responsibilities and risks.
  • 7An ongoing relationship will be established through master services and transitional services agreements post-acquisition.

Frequently Asked Questions

This 8-K filing announces L3Harris Technologies' (then Harris Corporation) entry into a material definitive agreement to acquire the Global Connectivity Services business from Schlumberger B.V. It details the terms of the agreement, including the purchase price and closing conditions.

The acquisition is valued at $397.5 million in cash, subject to post-closing adjustments. This represents a significant investment aimed at expanding L3Harris's market presence in global communication services, particularly within the oil and gas industries.

Key conditions include obtaining clearance from the Norwegian Competition Authority, confirmation that Schlumberger has complied with customary negative covenants regarding the business's conduct, and Schlumberger's adherence to using commercially reasonable endeavors to facilitate the transaction. The deal is also subject to the satisfaction or waiver of other customary closing conditions.

Yes, the agreement anticipates that L3Harris and Schlumberger will enter into master services agreements for satellite telecommunications services and a transitional services agreement for the provision of certain services by Schlumberger to L3Harris post-closing.