8-K

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): February 14, 2022

AEROJET ROCKETDYNE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction
of incorporation)

1-01520	34-0244000
(Commission File Number)	(IRS Employer Identification No.)

222 N. Pacific Coast Highway, Suite 500 El Segundo, California	90245
(Address of principal executive offices)	(Zip Code)

(310) 252-8100

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.10 par value	AJRD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

EX-99.1

Exhibit 99.1

Aerojet Rocketdyne Positioned to Continue Driving Growth, Profitability and Value Creation

Announces Termination of Merger Agreement with Lockheed Martin

EL SEGUNDO, Calif., Feb. 13, 2022 (GLOBE NEWSWIRE) — Aerojet Rocketdyne Holdings, Inc. (NYSE: AJRD) (the “Company”) today reaffirmed its strong foundation for substantial value creation following the termination of its merger agreement with Lockheed Martin Corporation. The Company issued the following statement:

We are poised to deliver substantial value to our shareholders driven by our continued leadership in key space exploration and defense growth markets, including by advancing hypersonics and strategic, tactical and missile defense systems. Aerojet Rocketdyne has delivered strong shareholder returns of 166% over the five years prior to the transaction announcement, significantly outperforming the Aerospace and Defense Index by 33% and the S&P 500 by 62%.

We are confident in our future performance with an impressive backlog that is more than three times the size of our annual sales and a strong macroeconomic environment underpinning our portfolio. We look forward to providing further details regarding our financial performance and strategy on our fourth quarter and full year 2021 earnings report on Feb. 17, 2022.

Forward-Looking Statements

This release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such statements in this release are based on management’s current expectations and are subject to risks, uncertainty and changes in circumstances, which could cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “believe,” “could,” “expect,” and similar expressions are generally intended to identify forward-looking statements. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in Aerojet Rocketdyne’s forward-looking statements.

About Aerojet Rocketdyne Holdings, Inc.

Aerojet Rocketdyne Holdings, Inc., headquartered in El Segundo, California, is an innovative technology-based manufacturer of aerospace and defense products and systems, with a real estate segment that includes activities related to the entitlement, sale, and leasing of the Company’s excess real estate assets. More information can be obtained by visiting the Company’s websites at www.rocket.com or www.aerojetrocketdyne.com.

Contact information:

Media: Steve Warren, vice president, communications 703-650-0278

Steven.Warren@rocket.com

Sharon Stern / Katelyn Villany

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

AJRD-Media@joelefrank.com

XML

Document and Entity Information	Feb. 14, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000040888
Document Type	8-K
Document Period End Date	Feb. 14, 2022
Entity Registrant Name	AEROJET ROCKETDYNE HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	1-01520
Entity Tax Identification Number	34-0244000
Entity Address, Address Line One	222 N. Pacific Coast Highway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	El Segundo
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90245
City Area Code	(310)
Local Phone Number	252-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.10 par value
Trading Symbol	AJRD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false