December 21, 2020

On Sunday, December 20, our client Aerojet Rocketdyne Holdings, Inc. (NYSE: ARJD) announced that it entered into a definitive agreement to be acquired by Lockheed Martin Corporation (NYSE: LMT) in an all-cash transaction with a total equity value of $5.0 billion. The firm represented Aerojet Rocketdyne in this merger transaction. The company’s press release mentions the firm’s involvement.       

Aerojet Rocketdyne is a world-recognized technology-based engineering and manufacturing company that develops and produces specialized power and propulsion systems, as well as armament systems. The company develops and manufactures liquid and solid rocket propulsion, air-breathing hypersonic engines and electric power and propulsion for space, defense, civil and commercial applications.           

The purchase price represents a premium of approximately 33% to Aerojet Rocketdyne’s closing stock price on December 18, 2020, and a premium of approximately 42% to the company’s volume weighted average stock price for the last 90 trading days. The deal is expected to close in the second half of 2021 and is subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Aerojet Rocketdyne's stockholders.   

The core Corporate team consisted of Joseph P. Gromacki, Brian R. Boch, Jeremy A. Casper, Mark A. Reinhardt, William R. Erlain, and Hannah Schwab. In addition, Jeffrey R. Shuman, Jason M. Casella, and Oleksandr Polonyk assisted. A large multidisciplinary team, across offices, also contributed substantial assistance to the client in many other areas, which included executive compensation and employee benefits counseling from Matthew J. Renaud, Raymond D. Sinnappan, and Maliha Ikram; government contracts counseling from Matthew L. Haws, David B. Robbins, Marc A. Van Allen, Noah B. Bleicher, Grant B. Schweikert, Umer M. Chaudhry, and Sarah J. Clark; antitrust counseling from Lee K. Van Voorhis, Jason M. Bradford, and Tarica Chambliss; litigation counseling from Howard S. Suskin and Reanne Zheng; tax counseling from Geoffrey M. Davis; finance counseling from Anna Meresidis; environmental counseling from Steven M. Siros and Matthew G. Lawson; insurance counseling from Brian S. Scarbrough; intellectual property counseling from Steven R. Englund; real estate counseling from Michelle M. McAtee and Rita L. Feikema; and privacy counseling from David P. Saunders.             

In addition, Anton R. Valukas provided significant strategic guidance and board counseling in connection with this transaction.