8-K
L3harris Technologies, Inc. /De/ (LHX)
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): October 3, 2022
L3HARRIS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-3863 | 34-0276860 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (I.R.S. Employer<br> Identification No.) | 1025 West NASA Boulevard | |||
| --- | --- | --- | ||||
| Melbourne, | Florida | 32919 | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (321) 727-9100
| No change | |||||
|---|---|---|---|---|---|
| (Former name or former address, if changed since last report) | 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) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | 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 | 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. | ||
| --- | --- | ||||
| Emerging growth company | ☐ | ||||
| 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 7.01 Regulation FD Disclosure.
On October 3, 2022, L3Harris Technologies, Inc. (“L3Harris”) issued a press release announcing the signing of a definitive agreement with Viasat, Inc. (“Viasat”) pursuant to which L3Harris will acquire Viasat’s tactical data links product line for a purchase price of approximately $1.96 billion in cash, subject to customary adjustments (the “Transaction”). The press release also stated that the Transaction is subject to customary closing conditions, including the receipt of regulatory approvals and clearances, and is expected to close in the first half of 2023. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K under this Item 7.01 and the accompanying Exhibit 99.1 is (i) being furnished pursuant to Item 7.01 of Form 8-K, (ii) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and (iii) shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release issued by L3Harris Technologies, Inc. on October 3, 2022. |
| 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.
| L3HARRIS TECHNOLOGIES, INC. | |||
|---|---|---|---|
| By: | /s/ Scott T. Mikuen | ||
| Name: | Scott T. Mikuen | ||
| Date: October 3, 2022 | Title: | Senior Vice President, General Counsel and Secretary |
2
Document
News Release
Exhibit 99.1
Media Contact:
| Paul Swiergosz |
|---|
| Corporate |
| Paul.Swiergosz@L3Harris.com |
| 321-378-5631 |
L3Harris to Acquire Viasat’s Tactical Data Link Business
Expanding JADC2, Resilient Networking Focus
MELBOURNE, Fla., October 3, 2022 — L3Harris Technologies (NYSE:LHX) today announced the signing of a definitive agreement to acquire Viasat, Inc.’s (NASDAQ: VSAT) Tactical Data Links (TDL) product line for approximately $1.96 billion, subject to customary adjustments.
Also known as Link 16, the TDL network is integrated on military aircraft, ground vehicles, surface vessels and operating bases, enabling warfighters across multiple domains to securely share voice and data communications. L3Harris will acquire the TDL product line from Viasat’s Government Systems Segment, consisting of Link 16 Multifunctional Information Distribution System (MIDS) platforms and associated terminals, which are installed in more than 20,000 U.S. and allied platforms around the world.
“This acquisition is part of our strategic effort to ensure operators have access to the most advanced, multi-function Joint All-Domain Command and Control (JADC2) solutions available,” said Christopher E. Kubasik, L3Harris CEO and Chair. “Viasat’s TDL product line naturally aligns with our proven communication capabilities, and we are excited to partner with our customers and coalition allies as we modernize the Link 16 enterprise.”
Already a prominent JADC2 prime, L3Harris secured a contract this July to provide the backbone of the Navy’s JADC2 architecture and integrated fires capability. Last month, L3Harris announced it is one of five companies the Air Force selected to be a part of the Advanced Battle Management System Digital Infrastructure Consortium to design and develop the JADC2 digital backbone for the Department of the Air Force, aligned with Secretary Kendall’s new C3BM vision.
Acquiring Viasat’s TDL product line, which includes its Link 16 space assets, allows L3Harris to expand resilient communication and networking capabilities to a larger user base, achieving broader end-to-end, sensor-to-shooter connectivity – from operators to platforms or weapons data links and beyond – across multiple domains.
“Viasat’s TDL team has made outstanding contributions to U.S. and allied national security, as well as our company’s growth, through sustained innovation and impressive execution over several decades,” said Mark Dankberg, Viasat Chairman and CEO. “Now, given Viasat’s increasing focus on space networks, integrating TDL with L3Harris and its portfolio of C2 assets and resources, offers new forms of growth opportunities and our long-time strategic partnership on TDL products provides a solid foundation.”
Viasat’s TDL product line is comprised of 450 employees and generates approximately $400 million in annual sales. The cash acquisition will be funded with debt financing and includes a net present value of ~$350 million in tax benefits. The deal is expected to close in the first half of 2023, subject to required regulatory approvals and clearances and other customary closing conditions.
Additional information regarding this transaction can be found at the L3Harris Investor Page.
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 space, air, land, sea and cyber domains. L3Harris has more than $17 billion in annual revenue and 47,000 employees, with customers in more than 100 countries.
Regarding this Acquisition
Citi acted as financial advisor and Sullivan & Cromwell LLP acted as legal counsel to L3Harris.
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 upon 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. The following factors, among others, could cause actual results to differ materially from the forward-looking statements or historical performance: delays in, or failures in respect of, anticipated satisfaction of closing conditions or the ability to obtain regulatory approvals and satisfy other closing conditions in a timely manner or at all, and benefit of the asset step up. Statements about business acquisitions, including benefits and future plans, are forward-looking and involve risks and uncertainties. The forward-looking statements speak only as of the
date of this press release, and L3Harris 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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Acquiring Viasat’s tactical data link product line will enable L3Harris to advance JADC2 and broaden its multi-function, multi-domain mission solutions through integration with Link 16. (L3Harris)