8-K12B
filed November 28, 2022, 6:59 PM ET
ticker DRS
CIK 0001833756
M&A
confidence high
sentiment positive
materiality 0.75
Leonardo DRS closes all-stock merger with RADA; RADA holders get 19.5% stake; pro forma rev $2.7B
Leonardo DRS, Inc.
- Pro forma 2021 revenue ~$2.7B and Adjusted EBITDA ~$305M; DRS stock begins trading on Nasdaq and TASE.
- Ownership: Leonardo S.p.A. holds 80.5%; RADA shareholders receive 19.5% via stock-split ratio of 1.451345331.
- Authorized shares increased to 350M; outstanding post-merger ~260.2M shares.
- Eric C. Salzman appointed to board and Audit Committee; pending DCSA waiver for Nom/Gov Committee seat.
- CEO William J. Lynn III gets new employment agreement with $2M RSU and $3M PRSU one-time award.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric C. Salzman was appointed as Director at Leonardo DRS, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
New Director Appointment In accordance with the terms of the Merger Agreement, the Company and RADA mutually agreed to appoint Eric C. Salzman
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Leonardo DRS, Inc.: Company amended and restated its bylaws to permit appointment of non-proxy holder directors to the Nominating and Governance Committee (effective 2022-11-23).
- Change
- bylaw amendment
- Effective
- 2022-11-23
Exact text from the filing
On November 23, 2022, and prior to the effective time of the Merger, the Company Board also amended and restated its amended and restated bylaws (as amended and restated, the “ Bylaws ”) to, among other things, permit the appointment of non-proxy holder directors to the Nominating and Governance Committee of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Leonardo DRS, Inc.: Company filed an Amended and Restated Certificate of Incorporation to effect a stock split and increase authorized common shares from 300,000,000 to 350,000,000 (effective 2022-11-23).
- Change
- charter amendment
- Effective
- 2022-11-23
Exact text from the filing
On November 23, 2022, the Company filed an Amended and Restated Certificate of Incorporation (the “ A&R Certificate of Incorporation ”) with the Secretary of State of the State of Delaware to amend and restate the Company’s Certificate of Incorporation, as amended, restated or amended and restated from time to time, to effect the Stock Split and increase the authorized shares of Company Common Stock from 300,000,000 to 350,000,000.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Leonardo DRS, Inc. entered into Registration Rights Agreement with Leonardo S.p.A. (Company TopCo) and Leonardo US Holding, LLC (US Holding) valued at Provides Company TopCo and its affiliates with customary demand, shelf and piggy-back registration r (effective 2022-11-28).
- Action
- entry
- Counterparty
- Leonardo S.p.A. (Company TopCo) and Leonardo US Holding, LLC (US Holding)
- Value
- Provides Company TopCo and its affiliates with customary demand, shelf and piggy-back registration r
- Effective
- 2022-11-28
Exact text from the filing
Registration Rights Agreement At the Effective Time, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with Leonardo S.p.A, (“ Company TopCo ”) and Leonardo US Holding, LLC (“ US Holding ”), which, among other things, provides Company TopCo and its affiliated entities with customary demand, shelf and piggy-back registration rights to facilitate a public offering of the Company Common Stock held by US Holding.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Leonardo DRS, Inc. entered into Cooperation Agreement with US Holding and Company TopCo valued at Grants Company TopCo consent, access and cooperation rights; grants US Holding consent rights over s (effective 2022-11-28).
- Action
- entry
- Counterparty
- US Holding and Company TopCo
- Value
- Grants Company TopCo consent, access and cooperation rights; grants US Holding consent rights over s
- Effective
- 2022-11-28
Exact text from the filing
Cooperation Agreement At the Effective Time, the Company, US Holding and Company TopCo entered into a cooperation agreement (the “ Cooperation Agreement ”) pursuant to which, among other things, (a) Company TopCo has certain consent, access and cooperation rights, (b) US Holding has certain consent rights with respect to actions taken by the Company and its subsidiaries, including with respect to the creation or issuance of any new classes or series of stock (subject to customary exceptions), listing or delisting from any securities exchange, and making material changes to the Company’s accounting policies and changing the Company’s auditor, and (c) neither US Holding nor Company TopCo has the ability to transfer any Company voting securities for a period of six months following the Effective Time, except in connection with a change in control of the Company or for transfers to affiliates.
View on SEC.gov
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