United Technologies’ $30 Billion Acquisition of Rockwell Collins

Morgan Stanley & Co. LLC is acting as financial advisor to United Technologies. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to United Technologies. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor to Rockwell Collins.

United Technologies Corp. (NYSE: UTX) (“UTC”) and Rockwell Collins, Inc. (NYSE: COL) (“Rockwell Collins”) today announced that they have reached a definitive agreement under which United Technologies will acquire Rockwell Collins for $140.00 per share, in cash and UTC stock.

Rockwell Collins is a leader in aviation and high-integrity solutions for commercial and military customers and is globally recognized for its leading-edge avionics, flight controls, aircraft interior and data connectivity solutions. On a 2017 pro forma basis, its estimated sales are greater than $8 billion.

Under the terms of the agreement, each Rockwell Collins shareowner will receive $93.33 per share in cash and $46.67 in shares of UTC common stock, subject to a 7.5 percent collar centered on UTC’s August 22, 2017 closing share price of $115.69. UTC expects to fund the cash portion of the transaction consideration through debt issuances and cash on hand, and the company is committed to taking actions to maintain strong investment grade credit ratings. The transaction is projected to close by the third quarter of 2018, subject to approval by Rockwell Collins’ shareowners, as well as other customary closing conditions, including the receipt of required regulatory approvals.

The purchase price implies a total equity value of $23 billion and a total transaction value of $30 billion, including Rockwell Collins’ net debt.

On a pro-forma 2017 basis, UTC is expected to have global sales of approximately $67 to $68 billion following the transaction, based on estimated results.

UTC expects the combination will be accretive to adjusted earnings per share after the first full year following closing and generate an estimated $500+ million of run-rate pre-tax cost synergies by year four.

Upon completion of the transaction, Rockwell Collins and UTC Aerospace Systems will be integrated to create a new business unit named Collins Aerospace Systems. Kelly Ortberg will assume the role of Chief Executive Officer with Dave Gitlin serving as President and Chief Operating Officer.

Skadden is advising Rockwell Collins, Inc. with a team including

Charles Mulaney (Picture), Jr. and Richard Witzel, Jr. (M&A; Chicago), Clifford Aronson (Antitrust and Competition; New York), Frederic Depoortere (European Union/International Competition; Brussels), Seth Jacobson (Banking; Chicago), and Regina Olshan (Executive Compensation and Benefits; New York)

 

Involved fees earner: Charles Mulaney – Skadden Arps Slate Meager & Flom; Richard Witzel Jr. – Skadden Arps Slate Meager & Flom; Clifford Aronson – Skadden Arps Slate Meager & Flom; Frederic Depoortere – Skadden Arps Slate Meager & Flom; Seth Jacobson – Skadden Arps Slate Meager & Flom; Regina Olshan – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Rockwell Collins Inc.;

 

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Author: Ambrogio Visconti