hrs-202107060000202058false00002020582021-07-062021-07-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2021 (July 2, 2021)
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 1-3863 | | 34-0276860 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| 1025 West NASA Boulevard | | |
| Melbourne, | Florida | | | 32919 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (321) 727-9100
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| No change |
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| (Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | | LHX | | New York Stock Exchange |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. |
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Emerging growth company | ☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01 Other Events.
On July 2, 2021, L3Harris Technologies, Inc. (“L3Harris”) issued a press release announcing that it had completed the previously announced sales of its Military Training business to CAE for $1.05 billion in cash and its Combat Propulsion Systems and related businesses to RENK AG for about $400 million in cash. The press release also stated that L3Harris expects to use the proceeds from the divestitures to repurchase shares of its common stock. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| | | | | |
Exhibit
Number | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File formatted in Inline XBRL |
SIGNATURE
Pursuant 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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| L3HARRIS TECHNOLOGIES, INC. | |
| By: | /s/ Scott T. Mikuen | |
| | Name: | Scott T. Mikuen | |
| Date: July 6, 2021 | | Title: | Senior Vice President, General Counsel and Secretary | |
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Contact Information:
Rajeev Lalwani Jim Burke
Investor Relations Media Relations
321-727-9383 321-727-9131
L3Harris Technologies Completes $1.45 Billion Sales of its Military Training and Combat Propulsion Systems Businesses
MELBOURNE, Fla., July 2, 2021 — L3Harris Technologies (NYSE:LHX) has completed the sales of its Military Training business to CAE and its Combat Propulsion Systems and related businesses to RENK AG for a combined $1.45 billion. Proceeds from the divestitures are expected to be used for share repurchases.
CAE (NYSE:CAE; TSX:CAE) acquired L3Harris’ Military Training business for $1.05 billion in cash. With annual revenue of approximately $525 million, the Military Training business provides a wide range of training systems, simulations and related services to U.S. and international military customers. For more information visit https://www.cae.com/defence-security/l3harris-military-training-welcome-to-cae/.
RENK AG acquired L3Harris’ Combat Propulsion Systems and related businesses for about $400 million in cash. With annual revenue of approximately $230 million, the Combat Propulsion Systems business manufactures military engines and transmissions.
About L3Harris Technologies
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 48,000 employees, with customers in more than 100 countries. L3Harris.com.
Advisors
Morgan Stanley & Co. LLC acted as financial advisor and Sullivan & Cromwell LLP served as legal counsel on the Military Training transaction for L3Harris. Moelis & Company LLC served as financial advisor and Simpson Thacher & Bartlett LLP as legal counsel for the Combat Propulsion Systems and related businesses transaction.
Forward-looking Statements
This press release contains forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Statements about the expected use of proceeds from the divestitures for share repurchases are forward-looking and involve risks and uncertainties. The forward-looking statements speak only as of the date of this press release, and the company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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