8-K
filed July 28, 2023, 7:59 PM ET
CIK 0000040888
M&A
confidence high
sentiment neutral
materiality 0.95
AEROJET ROCKETDYNE HOLDINGS, INC.: M&A transaction — L3Harris completes acquisition of Aerojet Rocketdyne for $58/share; AJRD delisted
AEROJET ROCKETDYNE HOLDINGS, INC.
- Each AJRD share converted to $58 cash; stock ceased trading on NYSE and delisting requested.
- CEO Eileen Drake and CFO Daniel Boehle terminated without cause; entitled to severance payments.
- Board reconstituted to three directors: Scott Mikuen, Corliss Montesi, Surangi Epasinghe.
- Credit agreement repaid in full and terminated upon closing.
- Aerojet Rocketdyne became a wholly owned subsidiary of L3Harris.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Corliss Montesi was appointed as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors of Aerojet Rocketdyne (the “Board”) was reconstituted to consist of three directors, comprised of Scott T. Mikuen, Corliss Montesi, and Surangi Epasinghe.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah Lee James resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott T. Mikuen was appointed as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors of Aerojet Rocketdyne (the “Board”) was reconstituted to consist of three directors, comprised of Scott T. Mikuen, Corliss Montesi, and Surangi Epasinghe.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marion C. Blakey resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eileen P. Drake departed as Chief Executive Officer and President at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- terminated without cause
- Role
- Chief Executive Officer and President
Exact text from the filing
Effective on July 28, 2023, Ms. Eileen P. Drake ceased being an employee of Aerojet Rocketdyne.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Boehle departed as Chief Financial Officer at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- terminated without cause
- Role
- Chief Financial Officer
Exact text from the filing
Effective on July 28, 2023, Mr. Daniel Boehle ceased being an employee of Aerojet Rocketdyne.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Schumacher departed as Senior Vice President Washington Operations & Communications at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- terminated without cause
- Role
- Senior Vice President Washington Operations & Communications
Exact text from the filing
Effective on July 28, 2023, Mr. John Schumacher ceased being an employee of Aerojet Rocketdyne.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas A. Corcoran resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin P. Chilton resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eileen P. Drake resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lance W. Lord resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Surangi Epasinghe was appointed as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board of Directors of Aerojet Rocketdyne (the “Board”) was reconstituted to consist of three directors, comprised of Scott T. Mikuen, Corliss Montesi, and Surangi Epasinghe.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gail Baker resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles F. Bolden Jr. resigned as Director at AEROJET ROCKETDYNE HOLDINGS, INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
The then-serving members of the Board, namely Ms. Gail Baker, Ms. Marion C. Blakey, Maj. Gen. Charles F. Bolden Jr., General Kevin P. Chilton, Mr. Thomas A. Corcoran, Ms. Eileen P. Drake, Ms. Deborah Lee James, and General Lance W. Lord, voluntarily resigned as directors on July 28, 2023 upon completion of the Merger
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AEROJET ROCKETDYNE HOLDINGS, INC.: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
Aerojet Rocketdyne’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AEROJET ROCKETDYNE HOLDINGS, INC.: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Aerojet Rocketdyne’s bylaws were amended and restated in their entirety (the “Third Amended and Restated Bylaws”)
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AEROJET ROCKETDYNE HOLDINGS, INC. underwent a change of control involving L3Harris Technologies, Inc. (closed 2023-07-28).
- Action
- change of control
- Counterparty
- L3Harris Technologies, Inc.
- Closing
- 2023-07-28
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
AEROJET ROCKETDYNE HOLDINGS, INC. terminated Credit Agreement with Bank of America, N.A. (effective 2023-07-28).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A.
- Effective
- 2023-07-28
Exact text from the filing
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.
View on SEC.gov
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