UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
On February 13, 2022, Lockheed Martin Corporation (“Lockheed”) delivered notice of termination of the Agreement and Plan of Merger (the “Merger Agreement”), dated December 20, 2020, by and among Aerojet Rocketdyne Holdings, Inc. (the “Company”), Lockheed and Mizar Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub would have merged with and into the Company, with the Company being the surviving entity and a wholly-owned subsidiary of Lockheed (the “Merger”).
Consummation of the Merger was subject to various customary closing conditions, including regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the absence of any legal restraint making illegal or preventing the consummation of the Merger.
As previously disclosed, on January 25, 2022, the Federal Trade Commission (the “FTC”) filed a lawsuit (the “FTC Lawsuit”) to enjoin the Merger and sought a preliminary injunction in U.S. federal court to prevent the parties from closing. The Merger Agreement provided that Lockheed could elect to defend against the FTC Lawsuit within 30 days or terminate the Merger Agreement. On February 13, 2022, Lockheed notified the Company that it had elected to terminate the Merger Agreement.
| Item 8.01. | Other Events. |
One February 13, 2022, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release issued by the Company on February 13, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| AEROJET ROCKETDYNE HOLDINGS, INC. | ||||
| Date: February 14, 2022 | By: | /s/ Arjun L. Kampani | ||
| Arjun L. Kampani | ||||
| Senior Vice President, General Counsel and Secretary | ||||