Rockwell Collins,Inc (NYSE:COL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April13, 2017, Rockwell Collins,Inc., a Delaware corporation
(Rockwell Collins), completed the previously announced
acquisition contemplated by that certain Agreement and Plan of
Merger (the Merger Agreement) by and among Rockwell Collins,
Quarterback Merger Sub Corp., a Delaware corporation and a wholly
owned subsidiary of Rockwell Collins (Merger Sub), and B/E
Aerospace,Inc., a Delaware corporation (B/E Aerospace). to the
Merger Agreement, Merger Sub merged with and into B/E Aerospace,
with B/E Aerospace continuing as the surviving corporation and a
wholly owned subsidiary of Rockwell Collins (the Acquisition).
At the effective time of the Acquisition (the Effective Time),
each share of common stock, par value $0.01 per share, of B/E
Aerospace (B/E Aerospace Common Stock) issued and outstanding
immediately prior to the Effective Time (other than shares held
by B/E Aerospace as treasury stock, shares held by Rockwell
Collins or Merger Sub immediately prior to the Effective Time or
shares for which a proper demand for appraisal under Section262
of the Delaware General Corporation Law was made) was cancelled
and converted into the right to receive (i)$34.10 in cash,
without interest, and (ii)0.3101 of a validly issued, fully paid
and non-assessable share of common stock, par value $0.01 per
share, of Rockwell Collins (Rockwell Collins Common Stock).
The total aggregate consideration payable in the Acquisition was
approximately $3.5 billion in cash and 31.2 million shares of
Rockwell Collins Common Stock.
The foregoing description of the Merger Agreement does not
purport to be complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, a
copy of which is attached as Exhibit2.1 to the Current Report on
Form8-K filed by Rockwell Collins with the Securities and
Exchange Commission (the SEC) on October27, 2016, and which is
incorporated herein by reference.
The foregoing information has been included to provide investors
and security holders with information regarding the terms of the
Merger Agreement, and is qualified in its entirety by the terms
and conditions of the Merger Agreement. It is not intended to
provide any other factual information about Rockwell Collins, B/E
Aerospace or their respective subsidiaries and affiliates. The
Merger Agreement contains representations and warranties by each
of the parties to the Merger Agreement, which were made only for
purposes of that agreement and as of specified dates. The
representations, warranties and covenants in the Merger Agreement
were made solely for the benefit of the parties to the Merger
Agreement, are subject to limitations agreed upon by the
contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk
among the parties to the Merger Agreement instead of establishing
these matters as facts, and are subject to standards of
materiality applicable to the contracting parties that may differ
from those applicable to investors. Investors should not rely on
the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of Rockwell Collins, B/E Aerospace or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Merger
Agreement, which subsequent information may or may not be fully
reflected in Rockwell Collins or B/E Aerospaces public
disclosures.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As of the Effective Time, Werner Lieberherr, age 57, was
appointed Executive Vice President, Chief Operating
Officer,Interior Systems of Rockwell Collins. Prior to the
Acquisition, Mr.Lieberherr served as President and Chief
Operating Officer of B/E Aerospace beginning in December2010
before being appointed to the position of President and
Co-Chief Executive Officer in January2014 and then to the
position of President and Chief Executive Officer in
December2014.
The terms of Mr.Lieberherrs employment agreement with Rockwell
Collins, effective as of the Effective Time, are set forth in
the section of Rockwell Collins Registration Statement on
FormS-4/A filed with the SEC on January10, 2017 entitled The
Merger Interests of Directors and Executive Officers in the
Merger Severance Terms of Mr.Lieberherrs Employment Agreement
and New Employment Agreement with Rockwell Collins. In
addition, Mr.Lieberherrs B/E Aerospace restricted stock unit
awards granted in November2016 that were outstanding prior to
the Effective Time will be converted to a cash amount (with
performance conditions deemed to be satisfied at 200% of
target) payable on the first anniversary of the consummation of
the Acquisition, provided that he has not resigned without good
reason (as defined in his employment agreement with Rockwell
Collins).
There are no family relationships between Mr.Lieberherr and any
of Rockwell Collins directors or executive officers, and there
are no related party transactions reportable under Item
404(a)of Regulation S-K.
In addition, as previously disclosed under Item 5.02 of the
Current Report on Form8-K filed with the SEC by Rockwell
Collins on January10, 2017, which is incorporated herein by
reference, effective as of the Effective Time, as contemplated
by the Merger Agreement, the size of the Board of Directors of
Rockwell Collins was increased from nine to eleven and Richard
G. Hamermesh and John T. Whates, both former members of the
Board of Directors of B/E Aerospace, were appointed to the
Board of Directors of Rockwell Collins. Mr.Hamermesh has been
appointed, effective as of the Effective Time, to serve on
Rockwell Collins Audit Committee. Mr.Whates has been appointed,
effective as of the Effective Time, to serve on Rockwell
Collins Corporate Strategy and Finance Committee.
Item 8.01 Other Events.
On April13, 2017, Rockwell Collins issued a press release
announcing the completion of the Acquisition. The press release
is attached hereto as Exhibit99.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired
The audited consolidated balance sheets of B/E Aerospace as of
December31, 2016 and 2015 and the audited consolidated
statements of earnings and comprehensive income, stockholders
equity and cash flows of B/E Aerospace for the years ended
December31, 2016, 2015 and 2014 are attached as Exhibit99.2
hereto and are incorporated herein by reference.
(b)Pro Forma Financial Information
Rockwell Collins has previously filed the pro forma financial
information required by Item 9.01(b). See Rockwell Collins
Form8-K filed with the SEC on March16, 2017.
(d)Exhibits
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ExhibitNo. |
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DescriptionofExhibit |
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2.1 |
Agreement and Plan of Merger, dated as of October23, |
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23.1 |
Consent of Deloitte Touche LLP, independent registered |
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99.1 |
Press Release of Rockwell Collins, dated April13, 2017 |
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99.2 |
The audited consolidated balance sheets of B/E Aerospace |
* Schedules have been omitted to Item 601(b)(2)of Regulation
S-K. Rockwell Collins hereby undertakes to furnish
supplementally copies of any of the omitted schedules upon
request by the SEC.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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ROCKWELL COLLINS,INC. (Registrant) |
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By: |
/s/ Robert J. Perna |
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Name: |
Robert J. Perna |
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Title: |
Senior Vice President, General Counsel and Secretary |
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Dated: April13, 2017 |
EXHIBITINDEX
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ExhibitNo. |
|
DescriptionofExhibit |
|
2.1 |
Agreement and Plan of Merger, dated as of October23, |
|
|
23.1 |
Consent of Deloitte Touche LLP, independent registered |
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99.1 |
Press Release of Rockwell Collins, dated April13, 2017 |
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99.2 |
The audited consolidated balance sheets of B/E Aerospace |
* Schedules have been omitted
About Rockwell Collins, Inc (NYSE:COL)
Rockwell Collins, Inc. designs, produces and supports communications and aviation systems for commercial and military customers. The Company provides information management services through voice and data communication networks and solutions across the world. The Company operates through three segments: Commercial Systems, Government Systems and Information Management Services. The Commercial Systems segment supplies aviation electronics systems, products and services to customers located throughout the world. The Government Systems segment provides a range of electronic products, systems and services to customers including the United States Department of Defense, various ministries of defense, other government agencies and defense contractors around the world. The Information Management Services segment provides communications services, systems integration and security solutions across the aviation, airport, rail and nuclear security markets. Rockwell Collins, Inc (NYSE:COL) Recent Trading Information
Rockwell Collins, Inc (NYSE:COL) closed its last trading session down -1.30 at 96.69 with 940,353 shares trading hands.
