8-KAcquisitions & DispositionsOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Acquisition Completed (May 29, 2015)

Filed May 29, 2015For Securities:LHX

Summary

This Form 8-K filing by Harris Corporation (now L3Harris Technologies, Inc.) announces the successful completion of its acquisition of Exelis Inc. on May 29, 2015. The merger, which was agreed upon on February 5, 2015, saw Exelis become a wholly owned subsidiary of Harris Corporation. This strategic move significantly impacts the company's scale and market presence within the aerospace and defense sector. The transaction involved a mix of cash and stock, with former Exelis shareholders receiving $16.625 in cash and 0.1025 shares of Harris Corporation common stock for each share of Exelis. The aggregate value of this deal was approximately $4.6 billion, funded through a combination of existing cash reserves and significant debt financing, including a new senior unsecured term loan and the issuance of new debt securities. This acquisition marks a substantial step in Harris Corporation's growth strategy.

Key Highlights

  • 1Harris Corporation has successfully completed its acquisition of Exelis Inc. as of May 29, 2015.
  • 2The merger was structured as a combination of cash and stock, with Exelis shareholders receiving $16.625 cash and 0.1025 Harris shares per Exelis share.
  • 3The total transaction value was approximately $4.6 billion, based on Harris's closing stock price of $79.25 on May 28, 2015.
  • 4The acquisition was financed through a combination of on-hand cash and new debt, including a $1.3 billion term loan and $2.4 billion in new debt securities.
  • 5Exelis Inc. common stock, formerly traded under the ticker symbol 'XLS', will be delisted from the New York Stock Exchange.
  • 6The filing includes substantial financial information regarding Exelis Inc., including audited financial statements for 2012-2014 and unaudited financials for the first quarter of 2015.
  • 7Pro forma financial information related to the acquisition will be filed in an amendment to this Form 8-K within 71 days.

Frequently Asked Questions

The main event is the completion of the merger between Harris Corporation and Exelis Inc. on May 29, 2015, with Exelis becoming a wholly owned subsidiary of Harris.

The acquisition was funded through a combination of Harris Corporation's existing cash on hand and new debt financing. This included approximately $1.3 billion from a new senior unsecured term loan facility and proceeds from the issuance of approximately $2.4 billion in new debt securities.

The aggregate implied value of the consideration paid to Exelis shareholders was approximately $4.6 billion. This comprised about $3.1 billion in cash and $1.5 billion in Harris Corporation common stock.

Following the closing of the merger, Exelis Inc. shares, which previously traded under the ticker symbol 'XLS', were delisted from the New York Stock Exchange and ceased trading.