What is the nature of the transaction between United Technologies and Rockwell Collins?

United Technologies Corporation (UTC) has entered into a definitive Agreement and Plan of Merger to acquire Rockwell Collins, Inc. The transaction is structured as a merger where Rockwell Collins will survive as a wholly owned subsidiary of UTC.

How will Rockwell Collins shareholders be compensated in the acquisition?

Rockwell Collins shareholders will receive a combination of $93.33 in cash and a portion of United Technologies' common stock per share. The value of the stock component is tied to UTC's stock price, with a two-way collar of 7.5% in place.

How is the acquisition being financed?

The cash portion of the merger consideration is expected to be financed by a combination of UTC's existing cash on balance sheet and new debt. This includes a committed $6.5 billion bridge loan facility and the assumption of approximately $7.3 billion of Rockwell Collins' outstanding debt.

What are the key conditions for the merger to be completed?

The completion of the merger is subject to several conditions, including the approval of the merger by Rockwell Collins' shareholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of other required regulatory approvals, absence of prohibitive orders or laws, no material adverse effect on either company, and the listing of UTC shares to be issued in the merger on the New York Stock Exchange.

RTX 8-K: Material Agreements

Summary

United Technologies Corporation (UTC) announced a significant strategic move by entering into a definitive Agreement and Plan of Merger with Rockwell Collins, Inc. This 8-K filing details the terms of the proposed acquisition, where UTC will acquire Rockwell Collins in a "merger-of-equals" structure. The transaction is structured as a stock-and-cash deal, with Rockwell Collins shareholders to receive a combination of cash and UTC common stock. This acquisition signals UTC's intent to bolster its aerospace systems segment, aligning with industry trends towards consolidation and enhanced capabilities. Investors should note that the completion of this merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances such as the Hart-Scott-Rodino Antitrust Improvements Act. The financial implications include a commitment for a $6.5 billion bridge loan facility and the assumption of approximately $7.3 billion in Rockwell Collins' existing debt, indicating a substantial financial undertaking by UTC. The filing also includes important disclosures regarding forward-looking statements and cautionary measures related to the transaction's risks and potential uncertainties.

Key Highlights

1United Technologies Corporation (UTC) to acquire Rockwell Collins, Inc. in a merger-of-equals transaction.
2Rockwell Collins shareholders will receive a combination of cash ($93.33) and UTC common stock per share.
3The stock consideration is subject to a two-way collar (7.5%) based on UTC's average stock price over 20 trading days prior to closing.
4The transaction is financed through a combination of new debt, including a $6.5 billion bridge loan commitment, and existing cash.
5UTC will assume approximately $7.3 billion of Rockwell Collins' outstanding debt.
6The merger is contingent on customary closing conditions, including regulatory approvals (e.g., HSR) and shareholder approval from Rockwell Collins.
7The filing includes detailed information on the treatment of Rockwell Collins' outstanding equity awards (options, RSUs, DSUs) and includes cautionary statements regarding forward-looking information.

RTX Corp 8-K Report, Material Agreement (Sep 6, 2017)

Summary

Key Highlights

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