Summary
This Form 8-K filing by Harris Corporation (now L3Harris Technologies) on April 22, 2015, primarily provides an update on the pending acquisition of Exelis Inc. and related financial information. Investors should note the filing of unaudited pro forma condensed combined financial statements that give effect to the merger and associated financing, offering a look at the potential combined entity's financial position and performance. Additionally, the report details the status of antitrust approval for the acquisition under the Hart-Scott-Rodino (HSR) Act, indicating a potential "second request" that could extend the review period.
Key Highlights
- 1Harris Corporation filed an 8-K on April 22, 2015, to provide an update on its pending acquisition of Exelis Inc.
- 2The filing includes unaudited pro forma condensed combined financial statements for the combined Harris and Exelis entities, reflecting the merger and related financing.
- 3Audited consolidated financial statements of Exelis Inc. for the years ended December 31, 2014, 2013, and 2012, are incorporated by reference.
- 4The company provided an update on the antitrust approval process under the Hart-Scott-Rodino (HSR) Act.
- 5Harris and Exelis refiled their HSR notification on March 24, 2015, with the waiting period set to expire on April 23, 2015.
- 6There is a significant possibility of receiving a "second request" for additional information from antitrust regulators, which would extend the waiting period.
- 7Despite potential regulatory delays, Harris continues to expect the merger to close in June 2015.
Frequently Asked Questions
The main purpose of this 8-K filing is to provide investors with an update on the status of Harris Corporation's pending acquisition of Exelis Inc., including important financial information and the progress of antitrust regulatory approvals.
The report includes unaudited pro forma condensed combined financial statements of Harris and Exelis, giving effect to the merger and related financing. It also incorporates by reference the audited consolidated financial statements of Exelis Inc. for the fiscal years ended December 31, 2014, 2013, and 2012.
The acquisition is subject to antitrust clearance in the U.S. under the Hart-Scott-Rodino (HSR) Act. While the initial filing was withdrawn and refiled, the waiting period was expected to expire on April 23, 2015. However, Harris anticipates a "second request" for additional information, which would extend the review period.
Despite the possibility of a "second request" from antitrust regulators extending the review period, Harris Corporation continues to expect the merger to close in June 2015.