8-KOther EventsExhibits & Filings

RTX Corp 8-K Report, Corporate Update (Nov 6, 2015)

Filed November 6, 2015For Securities:RTX

Summary

This 8-K filing from United Technologies Corporation (UTC), now RTX Corp, reports the completion of a significant divestiture: the sale of its Sikorsky Aircraft Corporation subsidiary and related entities to Lockheed Martin Corporation. The transaction, which closed on November 5, 2015, generated approximately $9.083 billion in cash for UTC. This sale marks a strategic shift for UTC, moving away from its helicopter manufacturing business to focus on its core aerospace systems and building and security segments. Investors should note that while the headline figure is substantial, the final purchase price was subject to a working capital and net indebtedness adjustment, with a portion also deferred pending approval from India's Foreign Investment Promotion Board for a related entity transfer. This divestiture allows UTC to streamline its operations and allocate capital towards strategic growth areas within its remaining businesses. The filing incorporates by reference the original stock purchase agreement and a press release detailing the transaction's announcement.

Key Highlights

  • 1Completion of the sale of Sikorsky Aircraft Corporation and affiliated entities to Lockheed Martin.
  • 2Transaction value of approximately $9.083 billion in cash received by United Technologies Corporation (UTC).
  • 3The sale represents a strategic divestiture, allowing UTC to exit the helicopter manufacturing business.
  • 4The purchase price includes a working capital and net indebtedness adjustment, and a portion was deferred.
  • 5The deferred portion of the payment is contingent upon approval from the Foreign Investment Promotion Board of India for a related entity transfer.
  • 6The filing references the Stock Purchase Agreement (filed July 20, 2015) and a press release announcing the transaction completion.

Frequently Asked Questions

The main event is the completion of the sale of Sikorsky Aircraft Corporation and its affiliated entities by United Technologies Corporation (UTC) to Lockheed Martin Corporation for approximately $9.083 billion in cash.

While the filing doesn't explicitly state the reason, the sale of Sikorsky is presented as a strategic decision by UTC to divest its helicopter manufacturing business and focus on its core aerospace systems and other business segments.

Yes, the $9.083 billion purchase price includes an adjustment of $83 million based on estimates of working capital and net indebtedness at closing. There is also a customary post-closing reconciliation for further potential adjustments.

No, a portion of the purchase price ($5 million) was deferred for future payment. This deferral is dependent on the approval of the transfer of shares in Tata Sikorsky Aerospace Limited by the Foreign Investment Promotion Board of India.