UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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On March 24, 2021, Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing payment of the previously declared $5.00 per share special cash dividend (the “Special Dividend”) to all stockholders of record of the Company’s common stock at the close of business on March 10, 2021, including holders of 2.25% Convertible Senior Notes on an as-converted basis. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Payment of the Special Dividend was made in connection with the previously announced Agreement and Plan of Merger, dated as of December 20, 2020, by and among the Company, Lockheed Martin Corporation, a Maryland corporation (“Lockheed Martin”), and Mizar Sub, Inc., a Delaware corporation and wholly owned subsidiary of Lockheed Martin (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Lockheed Martin. The payment of the Special Dividend will reduce the per share merger consideration to be paid by Lockheed Martin from $56.00 per share to $51.00 per share.
| Exhibit No. | Description | |
| 99.1 | Press release issued by the Company on March 24, 2021. | |
| 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: March 24, 2021 | By: | /s/ Arjun L. Kampani |
| Name: | Arjun L. Kampani | |
| Title: | Senior Vice President, General Counsel and Secretary | |