Introductory Note.
As previously disclosed, on December 17, 2022, Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (“Aerojet Rocketdyne”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), and Aquila Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of L3Harris (“Merger Sub”).
On July 28, 2023, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Aerojet Rocketdyne (the “Merger”), and Aerojet Rocketdyne continued its existence under Delaware law as the surviving corporation in the Merger and a wholly owned subsidiary of L3Harris.
Item 1.02 |
Termination of a Material Definitive Agreement. |
In connection with the consummation of the Merger, on July 28, 2023, Aerojet Rocketdyne repaid all amounts outstanding under the Fourth Amended and Restated Credit Agreement, dated as of June 17, 2016 (as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of September 20, 2018 and that certain Second Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 28, 2022, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aerojet Rocketdyne, its material domestic subsidiaries from time to time party thereto as guarantors, Bank of America, N.A., a national banking association, as administrative agent, and other lender parties from time to time party thereto, and terminated the Credit Agreement and all commitments thereunder.
For a description of the terms of the Credit Agreement, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in Aerojet Rocketdyne’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Exhibit 10.27 thereto. Such description and exhibit are incorporated by reference into this Item 1.02.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, each issued and outstanding share of Aerojet Rocketdyne common stock (excluding any such shares (i) owned by Aerojet Rocketdyne or any of its wholly owned subsidiaries as treasury stock or otherwise or held, directly or indirectly, by L3Harris, Merger Sub or any of L3Harris’ other wholly owned subsidiaries and (ii) with respect to which appraisal rights have been properly exercised and perfected) was canceled and converted into the right to receive $58.00 in cash, without interest (the “Merger Consideration”). In connection with the Merger, the Aerojet Rocketdyne common stock, which was previously traded under the ticker symbol “AJRD,” ceased to be traded and is in the process of being delisted from the New York Stock Exchange (the “NYSE”).
At the Effective Time, each outstanding Aerojet Rocketdyne stock appreciation right automatically vested and was cancelled and converted into a right to receive an amount in cash equal to the product of (i) the total number of shares of Aerojet Rocketdyne common stock subject to such Aerojet Rocketdyne stock appreciation right multiplied by (ii) the excess, if any, of the Merger Consideration over the grant price of such Aerojet Rocketdyne stock appreciation right. Each outstanding award of Aerojet Rocketdyne restricted stock and each Aerojet Rocketdyne restricted stock unit, in each case, whether vested or unvested, automatically vested and was cancelled and converted into a right to receive an amount in cash equal to the product of (x) the total number of shares of Aerojet Rocketdyne common stock subject to such Aerojet Rocketdyne restricted stock award or restricted stock unit (calculated based on deemed maximum level performance achievement in the case of any performance award) multiplied by (y) the Merger Consideration, except for restricted stock units granted on or after December 17, 2022, which in certain cases may entitle the holder thereof to receive L3Harris restricted stock units.
The foregoing summary description of the completion of the Merger does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Aerojet Rocketdyne with the Securities and Exchange Commission (the “SEC”) on December 19, 2022 and is incorporated by reference into this Item 2.01.
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