Item 1.02 Termination of a Material Definitive Agreement.
On April 3, 2020, in connection with the closing of the Merger, Raytheon
terminated, and prepaid all amounts outstanding under, the Competitive Advance
and Revolving Credit Agreement, dated as of September 30, 2019 (as amended,
restated, supplemented or otherwise modified prior to the date hereof, the
"Credit Agreement"), by and among Raytheon, as borrower, the financial
institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as
administrative agent. No early termination penalties were incurred by Raytheon
in connection with the termination of the Credit Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on
Form 8-K is incorporated by reference into this Item 2.01.
On the terms and subject to the conditions set forth in the Merger Agreement, at
the Effective Time, each issued and outstanding share of Raytheon common stock,
par value $0.01 per share ("Raytheon Common Stock") (other than shares held by
Raytheon as treasury stock) was converted into the right to receive 2.3348 (the
"Exchange Ratio") fully paid and nonassessable shares of UTC common stock ("UTC
Common Stock"); plus, if applicable, cash in lieu of fractional shares of UTC
Common Stock.
As of the Effective Time, each outstanding award of unvested restricted shares
of Raytheon Common Stock (each, a "Raytheon Restricted Stock Award") was
automatically, and without any action on the part of the holder thereof, treated
as follows: (1) if such Raytheon Restricted Stock Award became vested at the
Effective Time pursuant to its terms, such Raytheon Restricted Stock Award was
converted into the right to receive a number of shares of UTC Common Stock equal
to the product of (a) the number of shares of Raytheon Common Stock subject to
such Raytheon Restricted Stock Award immediately prior to the Effective Time and
(b) the Exchange Ratio (with a cash payment in respect of any fractional shares
in accordance with the terms and conditions set forth in the Merger Agreement),
less applicable tax withholding; or (2) if such Raytheon Restricted Stock Award
did not become vested at the Effective Time pursuant to its terms, such Raytheon
Restricted Stock Award was converted into an award of unvested restricted shares
of UTC Common Stock with the same terms and conditions that applied to such
Raytheon Restricted Stock Award immediately prior to the Effective Time,
relating to a number of shares of UTC Common Stock equal to the product, rounded
to the nearest whole number of shares, of (a) the number of shares of Raytheon
Common Stock subject to such Raytheon Restricted Stock Award immediately prior
to the Effective Time and (b) the Exchange Ratio.
As of the Effective Time, each outstanding award of time-based vesting
restricted stock units relating to Raytheon Common Stock (each, a "Raytheon RSU
Award") was automatically, and without any action on the part of the holder
thereof, treated as follows: (1) if such Raytheon RSU Award became vested at the
Effective Time pursuant to its terms, such Raytheon RSU Award was cancelled and
converted into the right to receive a number of shares of UTC Common Stock equal
to the product of (a) the number of shares of Raytheon Common Stock subject to
such Raytheon RSU Award immediately prior to the Effective Time and (b) the
Exchange Ratio (plus a cash payment in respect of any fractional shares in
accordance with the terms and conditions set forth in the Merger Agreement),
less applicable tax withholding; or (2) if such Raytheon RSU Award did not
become vested at the Effective Time pursuant to its terms, such Raytheon RSU
Award was converted into an award of UTC restricted stock units with the same
terms and conditions that applied to such Raytheon RSU Award immediately prior
to the Effective Time, relating to a number of shares of UTC Common Stock equal
to the product, rounded to the nearest whole number of shares, of (a) the number
of shares of Raytheon Common Stock subject to such Raytheon RSU Award
immediately prior to the Effective Time and (b) the Exchange Ratio.
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.01.
On April 3, 2020, in connection with the completion of the Merger, Raytheon
notified the New York Stock Exchange (the "NYSE") that the Merger has been
completed and requested that trading in Raytheon Common Stock be suspended prior
to the opening of trading on April 3, 2020. In addition, Raytheon requested that
the NYSE file with the SEC a notification of removal from listing on Form 25 to
delist the shares of Raytheon Common Stock from the NYSE and deregister the
shares of Raytheon Common Stock under Section 12(b) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Raytheon
Common Stock will no longer be listed on the NYSE. Additionally, Raytheon
intends to file with the SEC a certification and notice on Form 15 under the
Exchange Act requesting the termination of the registration of Raytheon Common
Stock under Section 12(g) of the Exchange Act and the suspension of Raytheon's
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information provided in the Introductory Note and Items 2.01, 3.01 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
3.03.
As of the Effective Time, each holder of a certificate or book-entry share
representing any shares of Raytheon Common Stock will cease to have any rights
with respect thereto, except the right to receive the merger consideration as
described above and subject to the terms and conditions set forth in the Merger
Agreement.
Item 5.01 Changes in Control of Registrant.
The information provided in the Introductory Note and Items 2.01 and 5.02 of
this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
As of the Effective Time, as contemplated under the Merger Agreement, Merger Sub
merged with and into Raytheon, with Raytheon continuing as the surviving
corporation and a wholly owned subsidiary of UTC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.02.
As of the Effective Time, in accordance with the terms of the Merger Agreement,
all of the directors of Raytheon ceased serving as directors of Raytheon and the
directors of Merger Sub, Sean P. Moylan and David Whitehouse, became the
directors of Raytheon. Following the Effective Time on the Closing Date, Messrs.
Moylan and Whitehouse voluntarily resigned as directors of Raytheon and Roy A.
Azevedo, Wesley D. Kremer, Frank R. Jimenez and Anthony F. O'Brien were
appointed directors of Raytheon.
As of the Effective Time, Tracy A. Atkinson, Thomas A. Kennedy, George R.
Oliver, Dinesh C. Paliwal, Ellen M. Pawlikowski, James A. Winnefeld and Robert
O. Work, each a former director of Raytheon, became directors of RTX.
Also in connection with the completion of the Merger, as of the Effective Time,
Roy A. Azevedo and Wesley D. Kremer were each appointed as a co-President of
Raytheon and became the principal executive officers of Raytheon. Anthony F.
O'Brien and Michael J. Wood were also appointed as Vice President and Chief
Financial Officer and Vice President and Controller, respectively, and will
continue as the principal financial officer and principal accounting officer of
Raytheon. In connection therewith, Thomas A. Kennedy, Chairman and Chief
Executive Officer of Raytheon, will no longer serve in such position for the
Surviving Corporation. As of the Effective Time, Mr. Kennedy became the
Executive Chairman of RTX.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The information provided in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 5.03.
As of the Effective Time, the certificate of incorporation of Raytheon was
amended and restated in its entirety (the "A&R Charter"), and the bylaws of
Raytheon were amended and restated in their entirety (the "A&R Bylaws").
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Copies of the A&R Charter and the A&R Bylaws are attached as Exhibits 3.1 and
3.2, respectively, to this Current Report on Form 8-K, and are incorporated by
reference into this Item 5.03.
Item 8.01 Other Events.
On April 3, 2020, RTX issued a press release announcing the completion of the
Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by
reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of June 9, 2019, by and
among United Technologies Corporation, Light Merger Sub Corp. and
Raytheon Company (incorporated by reference to Exhibit 2.1 to
Raytheon's Current Report on Form 8-K, filed on June 10, 2019).*
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of
March 9, 2020, by and among United Technologies Corporation, Light
Merger Sub Corp. and Raytheon Company (incorporated by reference to
Exhibit 2.1 to Raytheon's Current Report on Form 8-K, filed on
March 13, 2020).
3.1 Amended and Restated Certificate of Incorporation of Raytheon
Company, dated April 3, 2019.
3.2 Amended and Restated Bylaws of Raytheon Company, dated April 3,
2019.
99.1 Press Release, dated April 3, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Raytheon agrees to furnish supplementally a copy of such schedules, or any
section thereof, to the SEC upon request.
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