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RTX Corp 8-K Report, Material Agreement (Sep 23, 2011)

Filed September 23, 2011For Securities:RTX

Summary

United Technologies Corporation (UTC), now operating as RTX Corp, announced on September 21, 2011, a definitive agreement to acquire Goodrich Corporation for $127.50 per share in cash. This transaction represents a significant strategic move for UTC, aiming to integrate Goodrich's aerospace systems capabilities into its existing portfolio. The deal values Goodrich at approximately $18.4 billion, with a total transaction value of around $23 billion including debt and other considerations. This acquisition is expected to strengthen UTC's position in the global aerospace market and create a more comprehensive offerings for its customers. The financing for this acquisition is planned through a combination of new debt, equity, or equity-linked securities, and existing cash. UTC has secured a $15 billion bridge loan facility to support the transaction. The merger is subject to customary closing conditions, including Goodrich shareholder approval and regulatory clearances, such as antitrust review under the Hart-Scott-Rodino Act. Both companies have agreed to customary operating covenants and restrictions on soliciting alternative acquisition proposals, with a termination fee of $500 million payable by Goodrich under specified circumstances.

Key Highlights

  • 1United Technologies Corporation (UTC) to acquire Goodrich Corporation for $127.50 per share in cash.
  • 2Total transaction value estimated at approximately $23 billion, including debt.
  • 3Merger agreement signed on September 21, 2011, with an event date of September 20, 2011.
  • 4Financing expected from new debt, equity, and cash, supported by a $15 billion bridge loan commitment.
  • 5The acquisition is subject to Goodrich shareholder approval and regulatory clearances, including antitrust reviews.
  • 6Goodrich shareholders will receive $127.50 per share, and outstanding options and equity awards will be cashed out.
  • 7A termination fee of $500 million may be payable by Goodrich under certain circumstances.

Frequently Asked Questions

This 8-K filing announces the entry into a Material Definitive Agreement, specifically the Agreement and Plan of Merger, between United Technologies Corporation (UTC) and Goodrich Corporation. It details the terms of the proposed acquisition of Goodrich by UTC.

Goodrich Corporation will be acquired for $127.50 in cash per share of Goodrich common stock outstanding. Options and other equity awards will also be cashed out based on this price.

UTC expects to finance the acquisition through a combination of new debt, equity or equity-linked securities, and cash on its balance sheet. A $15 billion, 364-day unsecured bridge loan facility has been committed to support the transaction.

The completion of the merger is subject to several conditions, including approval by Goodrich's stockholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other required antitrust approvals, absence of legal restraints, and absence of a material adverse effect on Goodrich.