8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Acquisition Completed (Jul 28, 2023)

Filed July 28, 2023For Securities:LHX

Summary

L3Harris Technologies, Inc. (LHX) announced the successful completion of its acquisition of Aerojet Rocketdyne Holdings, Inc. on July 28, 2023. The merger was executed through a wholly-owned subsidiary, Aquila Merger Sub Inc., which merged with Aerojet Rocketdyne, making it a wholly-owned subsidiary of L3Harris. This strategic move is expected to enhance L3Harris's position in the aerospace and defense sector. Under the terms of the merger agreement, Aerojet Rocketdyne's common stockholders will receive $58.00 in cash for each share of common stock they hold. All outstanding Aerojet Rocketdyne stock appreciation rights, restricted stock awards, and restricted stock units have also vested and been converted into cash payments based on the merger consideration, with certain exceptions for RSUs granted after December 17, 2022. Investors should note that this is a cash-and-carry transaction, impacting L3Harris's cash position and potentially its leverage.

Key Highlights

  • 1Completion of the acquisition of Aerojet Rocketdyne Holdings, Inc. by L3Harris Technologies, Inc.
  • 2Aerojet Rocketdyne is now a wholly-owned subsidiary of L3Harris.
  • 3Each Aerojet Rocketdyne common share converted into $58.00 in cash.
  • 4All outstanding Aerojet Rocketdyne stock appreciation rights, restricted stock, and RSUs have vested and converted into cash payments.
  • 5The transaction was funded with cash, impacting L3Harris's liquidity.
  • 6The filing serves as notification of the merger's completion and includes a press release detailing the event.

Frequently Asked Questions

This 8-K filing is primarily to report the completion of L3Harris Technologies' acquisition of Aerojet Rocketdyne Holdings, Inc. It formally announces the closing of the merger and provides details on the transaction terms.

Aerojet Rocketdyne shareholders are receiving $58.00 in cash for each share of Aerojet Rocketdyne common stock they owned at the time of the merger's effective date.

The acquisition was completed for cash, meaning L3Harris utilized its cash reserves to fund the transaction. This will reduce L3Harris's cash and equivalents on its balance sheet and may impact its debt-to-equity ratio depending on how much debt was used in conjunction with cash.

Yes, while most stock appreciation rights, restricted stock awards, and restricted stock units were cashed out upon vesting, certain restricted stock units granted on or after December 17, 2022, may entitle the holder to receive L3Harris restricted stock units instead of cash.