Shearman, Wachtell Guide Defense Mega-Merger for Raytheon and UTC
President Trump questioned the deal Monday, but the companies have lawyers at the ready.
June 10, 2019 at 02:34 PM
3 minute read
Raytheon, one of the U.S. government's largest military contractors, and United Technologies Corp. (UTC), an aerospace design and manufacturing company that also has strong military ties, are combining in an all-stock merger that promises to create a leviathan of military technology and equipment valued at $100 billion.
President Donald Trump sounded a skeptical note about the deal on CNBC on Monday, saying he was “a little concerned” that it could harm competition. Raytheon CEO Tom Kennedy countered that the companies are “complementary, not competitive.” (Kennedy will serve as executive chairman of the merged company, with current UTC leader Greg Hayes at the helm as CEO.)
Wachtell, Lipton, Rosen & Katz advised UTC on the deal, fielding a team led by 87-year-old firm co-founder Martin Lipton and corporate partners Joshua Cammaker, Edward Lee and Victor Goldfeld. Also on the deal are tax partner T. Eiko Stange, compensation and benefits partner Jeannemarie O'Brien and antitrust partner Damian Didden. Crowell & Moring served as lead U.S. antitrust counsel to UTC, led by partner Shawn Johnson and includes counsel Lauren Patterson and Martin J. Mackowski.
Raytheon turned to a Shearman & Sterling team led by M&A partners Clare O'Brien, Sean Skiffington and Cody Wright, along with compensation and benefits partner John Cannon, tax partner Laurence Bambino, antitrust partners David Higbee and Matthew Readings, litigation partners Alan Goudiss and Mallory Brennan, and IP transactions partner Jordan Altman.
The deal, which the companies described in Sunday's announcement as a merger of equals that would bring $18 billion to $20 billion to shareholders, will be finalized in the first half of 2020, after UTC completes a proposed split into three separate entities. The company is spinning off its elevator (Otis) and building manufacturing (Carrier) arms.
According to the companies' release, United Technologies share owners will own approximately 57 percent and Raytheon share owners will own approximately 43 percent of the combined company on a fully diluted basis.
The Shearman team had a previous relationship with Raytheon dating back to 2005, but the UTC merger dwarfs its past deals.
“Today is an exciting and transformational day for our companies, and one that brings with it tremendous opportunity for our future success. Raytheon Technologies will continue a legacy of innovation with an expanded aerospace and defense portfolio supported by the world's most dedicated workforce,” Kennedy said in a statement.
The combined company's headquarters are expected to be in the Boston area, where Raytheon is now based, in Waltham, Massachusetts. UTC, based in Farmington, Connecticut, is that state's largest private employer.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View All15-Lawyer LeClairRyan Aviation Team Jumps to Fox Rothschild
Trump to Sign CFIUS Reform Bill: What Dealmakers Need to Know
Trending Stories
- 1Call for Nominations: Elite Trial Lawyers 2025
- 2Senate Judiciary Dems Release Report on Supreme Court Ethics
- 3Senate Confirms Last 2 of Biden's California Judicial Nominees
- 4Morrison & Foerster Doles Out Year-End and Special Bonuses, Raises Base Compensation for Associates
- 5Tom Girardi to Surrender to Federal Authorities on Jan. 7
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250