UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 23, 2013
Rockwell Collins, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-16445 |
52-2314475 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification No.) |
400 Collins Road NE
Cedar Rapids, Iowa
52498
(Address of Principal
Executive Offices) (Zip Code)
(319) 295-1000
(Registrant’s telephone number, including area code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.01. Completion of Acquisition or
Disposition of Assets.
On December 23, 2013,
Rockwell Collins, Inc. (the “Company”) completed its previously announced
acquisition of Radio Holdings, Inc. (“Radio Holdings”), the holding company of
ARINC Incorporated (“ARINC”), which provides information management services for
commercial and government customers worldwide (the “Merger”).
In
accordance with the Agreement and Plan of Merger, dated as of August 10, 2013
(the “Merger Agreement”) among the Company, Avatar Merger Sub, Inc., a
wholly-owned subsidiary of the Company (“Merger Sub”), Radio Holdings and TC
Group IV Managing GP, L.L.C., as the initial stockholder representative, at the
effective time of the Merger, Merger Sub was merged with and into Radio
Holdings, and Radio Holdings became a wholly-owned subsidiary of the Company. In
connection therewith, each share of Radio Holdings common stock and option
exercisable for Radio Holdings common stock that was issued and outstanding
immediately prior to the effective time of the Merger, other than any such
shares or options held by the Company, Merger Sub, Radio Holdings or any
subsidiary of Radio Holdings, which shares and options were cancelled, was
converted into a right to receive cash consideration in accordance with the
terms of the Merger Agreement. The aggregate amount of consideration paid by the
Company at the closing of the Merger was $1.4 billion, reflecting the $1.39
billion purchase price as adjusted for customary adjustments as provided in the
Merger Agreement. The final amount of consideration remains subject to further
adjustment for customary adjustments as provided in the Merger Agreement. The
Company has financed the Merger with a combination of cash on hand, commercial
paper and a portion of the net proceeds of a $1.1 billion registered offering of notes,
comprised of $300 million aggregate principal amount of Floating Rate Notes due
2016, $400 million aggregate principal amount of 3.700% Notes due 2023 and $400
million aggregate principal amount of 4.800% Notes due 2043, which offering was
completed on December 16, 2013. The underwriters of the offering and their
affiliates have engaged in, and may in the future engage in, commercial banking,
investment management, investment banking, derivatives and/or financial advisory
and other commercial transactions and services in the ordinary course of
business with the Company or its affiliates. They have received, or may in the
future receive, customary fees and commissions for these transactions.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, which was filed as Exhibit 99.1 to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on November 12, 2013
and is incorporated herein by reference. Item 8.01 of such Current Report is
also incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
During
the period from November 25, 2013 through December 23, 2013, the Company issued unsecured commercial paper obligations in an aggregate
principal amount of $582 million.
At December 23, 2013, commercial paper borrowings outstanding were $850 million with a weighted average interest rate and maturity period of 0.28 percent and 36 days respectively. The commercial paper was offered and sold in privately negotiated transactions
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended. As these obligations mature, the Company anticipates
that it will issue additional short-term, unsecured commercial paper obligations
in the ordinary course of business to refinance all or part of the commercial
paper borrowings detailed above. Proceeds of the commercial paper were used to
partially finance the acquisition of Radio Holdings described under Item 2.01
and for general corporate purposes.
Item 7.01. Regulation FD Disclosure.
On December 23,
2013, the Company issued a press release announcing the closing of the Merger.
The press release is furnished herewith as Exhibit 99 and is incorporated herein
by reference.
Item 9.01. Financial Statements and
Exhibits.
| (a) |
|
Financial statements of businesses
acquired. |
The financial statements of Radio Holdings required by this Item will be
filed by amendment to this Current Report on Form 8-K no later than 71 calendar
days after the date that this Current Report on Form 8-K must be filed.
| (b) |
|
Pro forma financial
information. |
The pro forma financial information required by this Item will be filed
by amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date that this Current Report on Form 8-K must be filed.
| (d) |
|
Exhibits |
| |
| 2 |
|
Agreement and Plan of Merger, dated as of August
10, 2013, by and among Rockwell Collins, Inc., Avatar Merger Sub, Inc.,
Radio Holdings, Inc. and TC Group IV Managing GP, L.L.C. (incorporated by
reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 12,
2013). |
|
|
|
| 99 |
|
Press Release of the Company dated
December 23, 2013. |
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.
|
|
ROCKWELL
COLLINS, INC. |
|
|
|
(Registrant) |
|
| |
|
| |
|
| Date: |
December 23, 2013 |
By |
/s/ Patrick E. Allen |
|
| |
|
|
Name: |
Patrick E. Allen |
|
|
|
|
Title: |
Senior Vice President and |
|
|
|
|
|
Chief Financial Officer |
|
EXHIBIT
INDEX
| Exhibit |
|
|
| Number |
|
Description |
| 2 |
|
Agreement and
Plan of Merger, dated as of August 10, 2013, by and among Rockwell
Collins, Inc., Avatar Merger Sub, Inc., Radio Holdings, Inc. and TC Group
IV Managing GP, L.L.C. (incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on November 12, 2013). |
| |
|
|
| 99 |
|
Press Release of
the Company dated December 23, 2013. |
