Item 2.01.
Completion of Acquisition or Disposition of Assets.
On April 13, 2017, pursuant to the terms of the Merger Agreement, Rockwell Collins completed the acquisition of B/E Aerospace through the Merger. As a result of the Merger, B/E Aerospace became a wholly owned subsidiary of Rockwell Collins. At the effective time of the Merger (the “
Effective Time
”), by virtue of the Merger and without any action on the part of any stockholder, each share of common stock, par value $0.01 per share, of B/E Aerospace (“
B/E Aerospace Common Stock
”) issued and outstanding immediately prior to the Effective Time (other than shares of B/E Aerospace Common Stock (i) held by B/E Aerospace as treasury stock, (ii) held, directly or indirectly, by Rockwell Collins or Merger Sub immediately prior to the Effective Time or (iii) that were outstanding immediately prior to the Effective Time and that were held by any person who was entitled to demand, and properly demanded, appraisal of such shares pursuant to, and who complied in all respects with, Section 262 of the Delaware General Corporation Law), was converted into the right to receive the merger consideration (the “
Merger Consideration
”) from Rockwell Collins, which consisted of (x) $34.10 per share in cash, without interest, and (y) 0.3101 of a validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of Rockwell Collins (“
Rockwell Collins Common Stock
”). Based on the closing price per share of Rockwell Collins Common Stock on April 12, 2017, the aggregate value of the cash and Rockwell Collins Common Stock payable as Merger Consideration per share pursuant to the Merger was equal to $64.49, consisting of cash and Rockwell Collins Common Stock.
At the Effective Time, each award of B/E Aerospace Common Stock subject to time-based, performance or other vesting or lapse restrictions, and each B/E Aerospace restricted stock unit award subject to time-based or performance vesting conditions, including any stock unit held under the B/E Aerospace 2010 Deferred Compensation Plan, that, in each case, was granted prior to the date of the Merger Agreement and remained outstanding immediately prior to the Effective Time, (i) became fully vested and, to the extent such award was subject to performance conditions, such performance conditions were deemed satisfied at the maximum level, and (ii) was canceled and converted into the right to receive cash payment equal to the product of (a) the value of the Merger Consideration and (b) the number of shares of B/E Aerospace Common Stock represented by such award.
At the Effective Time, each award of B/E Aerospace Common Stock subject to time-based, performance or other vesting or lapse restrictions and each B/E Aerospace restricted stock unit award subject to time-based or performance vesting conditions that, in each case, was granted on or following the date of the Merger Agreement and remained outstanding immediately prior to the Effective Time was (subject to certain exceptions) assumed by Rockwell Collins and converted into an award (subject to the same time-based vesting schedule as the B/E Aerospace award) covering that number of shares of Rockwell Collins Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of B/E Aerospace Common Stock subject to such B/E Aerospace award immediately prior to the Effective Time (with any performance conditions deemed satisfied at the target level) and (ii)(A) the value of the Merger Consideration divided by (B) the price of Rockwell Collins Common Stock (as calculated pursuant to the Merger Agreement).
At the Effective Time, each stock unit credited to the account of any current or former non-employee director under the B/E Aerospace Amended and Restated Non-Employee Directors Stock and Deferred Compensation Plan that was payable in shares of B/E Aerospace Common Stock and remained outstanding immediately prior to the Effective Time converted into the right to receive the Merger Consideration.
The total aggregate consideration payable in the transaction was approximately $3.5 billion, excluding the assumption of net debt, in cash and 31.2 million shares of Rockwell Collins Common Stock.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8--K filed with the Securities and Exchange Commission (the “
SEC
”) on October 26, 2016, and the terms of which are incorporated herein by reference.