What is the significance of the "Second Request" from the DOJ?

The "Second Request" signifies that the DOJ is conducting a more in-depth antitrust review of the proposed merger between L3 Technologies and Harris Corporation. This is a standard part of the HSR Act review process when initial filings raise certain concerns or require more detailed examination. It extends the regulatory waiting period.

Will the "Second Request" delay the merger closing?

The "Second Request" does extend the HSR Act waiting period. However, L3 Technologies and Harris Corporation continue to expect the merger to close within their previously announced timeframe of mid-calendar year 2019. The exact closing date will depend on when both companies fully comply with the "Second Request" and the DOJ concludes its review.

Where can investors find more detailed information about the merger and regulatory process?

Investors are urged to read all relevant documents filed with the SEC, including the registration statement on Form S-4 and the joint proxy statement/prospectus, which were filed or will be filed on the SEC's website (www.sec.gov). These documents contain important information about the proposed transaction. The companies' websites (www.harris.com and www.l3t.com) also provide access to these filings.

What are the potential risks mentioned in the filing related to the merger?

The filing highlights several risks, including: the possibility of events that could lead to termination of the merger agreement, legal proceedings, failure to obtain stockholder approvals, delays or failure to obtain regulatory approvals on anticipated terms, difficulties in integrating the businesses and realizing cost savings, business disruptions, adverse effects on employee retention and supplier/customer relationships, and potential negative impacts on the stock prices of both companies. There is also uncertainty about the long-term value of the combined company's stock.

LHX 8-K SEC Disclosure — Jan 11, 2019

Summary

This 8-K filing from L3Harris Technologies (L3LH) on January 11, 2019, provides an update on the proposed merger of equals between Harris Corporation and L3 Technologies. The key development is the receipt of a "Second Request" for additional information from the U.S. Department of Justice (DOJ) as part of the antitrust review under the Hart-Scott-Rodino (HSR) Act. This request extends the waiting period, but the companies anticipate the merger will still close within the previously announced mid-calendar year 2019 timeframe. While the merger progresses, investors should be aware that the "Second Request" indicates a more thorough regulatory review. The company reiterates its commitment to closing the transaction and provides details on where to find further information, including registration statements and proxy materials. The filing also contains standard forward-looking statements and risk factor disclosures, emphasizing that actual results could differ materially from projections due to various uncertainties, including regulatory approvals and integration challenges.

Key Highlights

1L3 Technologies and Harris Corporation received a "Second Request" for additional information from the DOJ regarding their proposed merger.
2The "Second Request" extends the HSR Act waiting period until 30 days after compliance with the request, or as otherwise agreed with the DOJ.
3Despite the extended review, both companies continue to expect the merger to close in the mid-calendar year 2019 timeframe.
4The companies previously withdrew and re-filed their HSR Notification on December 10 and December 11, 2018, respectively.
5The filing directs investors to key documents, including a Form S-4 registration statement and a joint proxy statement/prospectus, for detailed information about the transaction.
6Standard forward-looking statements and risk disclosures are included, highlighting potential uncertainties that could affect the merger's completion and future results.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (Jan 11, 2019)

Summary

Key Highlights

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