What does the withdrawal and re-filing of the HSR Notification mean for the merger timeline?

The withdrawal and re-filing of the HSR Notification resets the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. While this is a procedural step, it means the clock for regulatory approval has restarted. The new waiting period is set to expire on January 10, 2019, but could be extended if regulators request additional information. Despite this, the companies reaffirm their expectation of a mid-calendar year 2019 closing.

Are there any specific concerns raised by the re-filing of the HSR Notification?

The filing itself doesn't explicitly state a specific concern. Re-filings are often part of the standard regulatory process for large mergers, allowing companies to provide updated information or address regulator inquiries. However, investors should be aware that such actions can sometimes signal heightened regulatory scrutiny or the need for more extensive review. The company continues to emphasize the general risks associated with obtaining regulatory approvals.

What are the main risks investors should consider regarding this merger?

The filing highlights several risks, including the possibility of not obtaining necessary regulatory or stockholder approvals, delays in closing the merger, difficulties in integrating the two businesses and realizing anticipated cost savings, and potential business disruptions. Adverse effects on stock price, employee retention, and customer/supplier relationships are also cited. Investors are strongly encouraged to review the 'Risk Factors' sections in the companies' 10-K filings for a comprehensive understanding.

Where can I find more information about the merger and related filings?

The filing directs investors to the SEC's website (www.sec.gov) for all filings. Additionally, specific information regarding the merger, including future filings like the Form S-4 registration statement containing a joint proxy statement/prospectus, will be available on the companies' respective websites (www.harris.com and www.l3t.com) once filed. Investors are urged to read these documents carefully for important details.

LHX 8-K SEC Disclosure — Dec 11, 2018

Summary

This 8-K filing from L3Harris Technologies (formerly L3 Technologies and Harris Corporation) provides an update on the regulatory progress of their announced merger of equals. The key event reported is the voluntary withdrawal and re-filing of their HSR Notification on December 10-11, 2018. This action resets the antitrust waiting period, which is now scheduled to expire on January 10, 2019, unless further information is requested by regulators. Despite this procedural step, both companies maintain their expectation that the merger will close in mid-calendar year 2019. Investors should note that while the withdrawal and re-filing are common procedural steps in large mergers, they can sometimes indicate regulatory scrutiny or a need to provide additional data. The filing also reiterates the risks and uncertainties associated with completing the merger, including obtaining regulatory approvals, stockholder approval, and the challenges of integrating the two businesses. The company emphasizes that actual results may differ from forward-looking statements, urging investors to consult detailed risk factors in their SEC filings.

Key Highlights

1L3 Technologies and Harris Corporation have re-filed their HSR Notification, resetting the antitrust waiting period.
2The new HSR waiting period is scheduled to expire on January 10, 2019, unless regulators request more information.
3The companies continue to anticipate the merger closing in mid-calendar year 2019.
4The re-filing is a procedural step and may be necessary for ongoing regulatory review.
5The filing reiterates significant risks and uncertainties that could impact the completion and success of the merger.
6Investors are urged to read detailed risk factors and forward-looking statements in L3Harris' and Harris' SEC filings.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (Dec 11, 2018)

Summary

Key Highlights

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