Нортроп-Грумман близок к покупке Орбитал АТК

[Apollo13]

https://www.wsj.com/articles/northrop-grumman-nears-deal-to-buy-orbital-atk-1505686431

Northrop Grumman Nears Deal to Buy Orbital ATK

Deal could be announced Monday, may be worth more than $7.5 billion


Northrop Grumman is nearing a deal to buy Orbital ATK, a deal that could be worth upward of $7.5 billion. PHOTO: MIKE BLAKE/REUTERS

By 
Dana Mattioli and
Doug Cameron

Updated Sept. 17, 2017 7:02 p.m. ET
3 COMMENTS

Northrop Grumman Corp. NOC 0.50% is nearing a deal to buy Orbital ATK Inc. OA 1.52% in a transaction that could be worth upward of $7.5 billion, as acquisition activity in the aerospace industry ramps up.
An all-cash tie-up between the two defense contractors could be announced Monday, according to people familiar with the matter.
Terms of the transaction couldn't be learned, but with a typical takeover premium, it could value Orbital, which currently has a market value of $6.3 billion, at more than $7.5 billion. Northrop has a market capitalization of more than $45 billion.

The impending deal comes on the heels of another big aerospace union just announced earlier this month when United Technologies Corp. agreed to buy Rockwell Collins Inc.for about $23 billion.
A purchase of Orbital would add to Northrop Grumman's existing focus on military aircraft and space systems, expanding the franchise to include more fast-growing missile-defense business.
Orbital provides space rocket motors and other parts for offensive and defensive missile systems, as well as satellites for military and commercial space operations. It was formed in 2015 from the merger of two missile and space specialists, Alliant Techsystems and Orbital Sciences. Orbital ATK employs about 13,000 and is targeting sales this year of $4.6 billion.
Its role in space and missile systems has led some analysts to view the company as a potential takeover target for big customers such as Boeing Co. , Lockheed Martin Corp. , or Northrop.
Northrop, which beat out Boeing and Lockheed to build the new B-21 Raider long-range bomber, is also competing to build a new fleet of intercontinental ballistic missiles for the U.S.
Northrop is vying with Boeing for the Ground-Based Strategic Deterrent nuclear missile program, and has joined with Orbital and fellow rocket maker Aerojet Rocketdyne Inc. during the current development phase of the $80 billion program.
Domestic and international defense budgets are starting to climb because of tensions in the Middle East, Eastern Europe and East Asia, with missile defense a priority for many nations.
Meanwhile, some defense contractors are seeking to become more vertically integrated, bringing production in house to give them better control of the supply chain and an ability to capture extra profits from repair work; this deal would fit into that pattern as well.
The planned purchase of Orbital marks a departure for Northrop, which has focused heavily on share buybacks, retiring around 25% of its stock over the past three years.
A deal involving the big prime defense contractors may be less likely to attract antitrust scrutiny than other proposed mergers because of their limited product overlap, though the Pentagon has in recent years become more involved in scrutinizing transactions.

Write to Dana Mattioli at dana.mattioli@wsj.com and Doug Cameron at doug.cameron@wsj.com

[Apollo13]

https://www.reddit.com/r/OrbitalATK/comments/70r982/northrop_grumman_nears_deal_to_purchase_orbital/dn5heu7/

[tnt22]

https://www.orbitalatk.com/news-room/release.asp?prid=287

Northrop Grumman to Acquire Orbital ATK for $9.2 Billion

• Combination enhances capabilities, innovation and competition for customers
• Meaningful shareholder value creation opportunity driven by strategic fit, revenue synergies fr om new opportunities, and cost savings
• Expected to be accretive to EPS and FCF per share in first full year; estimated annual cost savings of $150 million by 2020
• Strong combined cash flow generation supports financial flexibility and continued execution of capital deployment strategy
• Conference call scheduled for Monday, September 18, at 8:30 a.m. Eastern Time

FALLS CHURCH and DULLES, Va. – Sept. 18, 2017 – Northrop Grumman Corporation (NYSE: NOC), a leading global security company, and Orbital ATK, Inc. (NYSE: OA), a global leader in aerospace and defense technologies, today announced they have entered into a definitive agreement under which Northrop Grumman will acquire Orbital ATK for approximately $7.8 billion in cash, plus the assumption of $1.4 billion in net debt. Orbital ATK shareholders will receive all-cash consideration of $134.50 per share. The agreement has been approved unanimously by the Boards of Directors of both companies. The transaction is expected to close in the first half of 2018 and is subject to customary closing conditions, including regulatory and Orbital ATK shareholder approval.

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"The acquisition of Orbital ATK is an exciting strategic step as we continue to invest for profitable growth. Through our combination, customers will benefit from expanded capabilities, accelerated innovation and greater competition in critical global security domains. Our complementary portfolios and technology-focused cultures will yield significant value creation through revenue synergies associated with new opportunities, cost savings, operational synergies, and enhanced growth. We look forward to welcoming Orbital ATK's talented employees to Northrop Grumman, and believe our combined strength will benefit our customers and shareholders," said Wes Bush, chairman, chief executive officer and president of Northrop Grumman.

"We are very pleased to announce this agreement with Northrop Grumman. It reflects the tremendous value Orbital ATK has generated for our customers, shareholders and employees. The unique alignment in culture and mission offered by this transaction will allow us to maintain strong operational performance on existing programs while we pursue new opportunities that require the enhanced technical and financial resources of a larger organization. Our employees will also benefit from greater development and career opportunities as members of a larger, more diverse aerospace and defense enterprise. We will remain focused on operational excellence and execution during and after the transition into Northrop Grumman," said David Thompson, president and chief executive officer of Orbital ATK.

Upon completion of the acquisition, Northrop Grumman plans to establish Orbital ATK as a new, fourth business sector to ensure a strong focus on operating performance and a smooth transition into Northrop Grumman. On a pro forma 2017 basis, Northrop Grumman expects to have sales in the range of $29.5 to $30 billion based on current guidance. Northrop Grumman expects the transaction to be accretive to earnings per share and free cash flow per share in the first full year after the transaction closes, and to generate estimated annual pre-tax cost savings of $150 million by 2020.
Northrop Grumman has received fully committed debt financing and expects to put in place permanent financing prior to closing. Northrop Grumman remains committed to maintaining a solid investment grade credit rating and will use its strong cash flow to support debt reduction, while continuing to pay a competitive dividend and repurchase shares.

Perella Weinberg Partners LP is acting as exclusive financial advisor to Northrop Grumman and Cravath, Swaine & Moore LLP is acting as legal counsel. Citigroup is acting as exclusive financial advisor to Orbital ATK and Hogan Lovells US LLP is acting as legal counsel.

Northrop Grumman will hold a conference call to discuss the transaction beginning at 8:30 a.m. Eastern Time on Monday, Sept. 18. Participants should call (877) 600-7013 at least 15 minutes prior to the scheduled start. A link to the webcast and an investor presentation can be found on the Investor Relations pages of Northrop Grumman and Orbital ATK websites at http://investor.northropgrumman.com and www.orbitalatk.com/investors.
Northrop Grumman is a leading global security company providing innovative systems, products and solutions in autonomous systems, cyber, C4ISR, strike, and logistics and modernization to customers worldwide.

Orbital ATK is a global leader in aerospace and defense technologies. The company designs, builds and delivers space, defense and aviation systems for customers around the world, both as a prime contractor and merchant supplier. Its main products include launch vehicles and related propulsion systems; missile products, subsystems and defense electronics; precision weapons, armament systems and ammunition; satellites and associated space components and services; and advanced aerospace structures. For more information, visit www.orbitalatk.com.
Cautionary Statement Regarding Forward-Looking Statements

This communication may contain statements, other than statements of historical fact that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "intend," "may," "could," "plan," "project," "forecast," "believe," "estimate," "outlook," "anticipate," "trends," "goals" and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to Northrop Grumman's future financial condition, results of operations and/or cash flows, expected benefits of the proposed acquisition, the timing of the proposed acquisition and financing the proposed acquisition. Forward-looking statements are based upon assumptions, expectations, plans and projections that Northrop Grumman and Orbital ATK believe to be reasonable when made, but which may change over time. These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. Specific risks that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to: those discussed in this communication, those identified under "Risk Factors" and other important factors disclosed in Northrop Grumman's Annual Report on Form 10-K and from time to time in Northrop Grumman's other filings with the SEC; the possibility that Orbital ATK stockholders may not approve the proposed acquisition; the possibility that the closing conditions of the proposed acquisition may not be satisfied; the possibility that regulatory approvals required for the proposed acquisition may not be obtained on acceptable terms, on the anticipated schedule, or at all; the possibility that long-term financing for the proposed acquisition may not be available on favorable terms, or at all; the risk that closing of the proposed acquisition may not occur or may be delayed, either as a result of litigation or otherwise; the occurrence of an event that could give rise to termination of the proposed acquisition; the risk that stockholder litigation in connection with the proposed acquisition may affect the timing or occurrence of the proposed acquisition or result in significant costs of defense, indemnification and liability; the possibility that anticipated benefits of the proposed acquisition may not be realized or may take longer to realize than expected; the possibility that costs related to Northrop Grumman's integration of Orbital ATK's operations may be greater than expected and/or that revenues following the proposed acquisition may be lower than expected; the effect of the transaction on the ability of Northrop Grumman and Orbital ATK to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, including the U.S. Government; responses from customers and competitors to the proposed acquisition; the possibility that Northrop Grumman's business or Orbital ATK's business may be disrupted due to transaction-related uncertainty; the risk that the proposed acquisition may distract Northrop Grumman's management from other important matters; the impact of legislative, regulatory and competitive changes; results from the proposed acquisition different than those anticipated; and the other risks and uncertainties detailed in Orbital ATK's filings, including its Annual Report on Form 10-K, with the SEC.

You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the forward-looking statements including the accuracy thereof. Forward-looking statements are based on information, plans and estimates as of the date they are made and there may be other factors that may cause actual results to differ materially from these forward-looking statements. Neither Northrop Grumman nor Orbital ATK undertake any obligation to publicly upd ate or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by applicable law.

Additional Information and Wh ere to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Orbital ATK by Northrop Grumman. In connection with the proposed acquisition, Orbital ATK intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form. Following the filing of a definitive proxy statement with the SEC, Orbital ATK will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed acquisition. Stockholders of Orbital ATK are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents Orbital ATK will file with the SEC in connection with the proposed acquisition when such documents become available, including Orbital ATK's definitive proxy statement, because they will contain important information about the proposed acquisition. Investors and security holders are able to obtain the documents (once available) free of charge at the SEC's web site, http://www.sec.gov, and from Orbital ATK by going to its investor relations web site at www.orbitalatk.com/investors. Such documents are not currently available.

Participants in Solicitation
Northrop Grumman and its directors and executive officers, and Orbital ATK and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Orbital ATK shares of common stock in respect of the proposed acquisition. Information about the directors and executive officers of Northrop Grumman is set forth in the proxy statement for Northrop Grumman's 2017 Annual Meeting of Shareholders, which was filed with the SEC on March 31, 2017. Information about the directors and executive officers of Orbital ATK is set forth in the proxy statement for Orbital ATK's 2017 Annual Meeting of Stockholders, which was filed with the SEC on June 23, 2017. Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed acquisition, by security holdings or otherwise, will be se t forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed acquisition.

###

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[Apollo13]

[tnt22]

Jeff Foust‏ @jeff_foust 3 ч. назад

Northrop-Orbital conference call underway. Northrop Grumman's Wes Bush emphasizes the "complementary fit" of the acquisition.


3 ч. назад

Orbital ATK's Dave Thompson: we've provided our investors with a return of >120% since the Orbital ATK merger closed in 2015.


3 ч. назад

Northrop expects to achieve $150M in annual cost savings by 2020 through corporate/back office integration and other optimizations.


3 ч. назад

Bush specifically noted deal will enable work on large and small space systems needed in space environment that is no longer "permissive".

[tnt22]

Jeff Foust‏ @jeff_foust 3 ч. назад

Bush: Northrop and Orbital have worked together in the past as partners; seek Orbital perform exceptionally well on them.


3 ч.назад

Bush: Orbital ATK will operate as a separate division initially; no timeline for any reorganization that would change that.


3 ч. назад

Thompson, when asked if he'll continue to lead Orbital ATK: no final decision on sector leadership; I am supportive of this deal.


2 ч. назад

Thompson: we were not shopping the company, no competitive bidding for it. Started talks with Northrop earlier this year.

[tnt22]

Jonathan McDowell‏Подлинная учетная запись @planet4589 33 мин. назад

Key poiint: "Orbital ATK initially to operate as a new sector within Northrop Grumman" starting sometime 1st half of 2018

[tnt22]

http://spacenews.com/analysts-see-red-flags-in-northrops-acquisition-of-orbital/

Analysts see red flags in Northrop's acquisition of Orbital ATK
by Sandra Erwin — September 18, 2017


An unarmed Minuteman 3 intercontinental ballistic missile launches from Vandenberg Air Force Base, California, during a February 2016 test. Credit: U.S. Air Force photo by Staff Sgt. Jim Araos

NATIONAL HARBOR, Md. — News of the $9.2 billion acquisition by Northrop Grumman of Orbital ATK has been met with mixed reactions on what it could mean for the Pentagon's space business.

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In a conference call on Monday executives from both firms described the combination of both companies as a "complementary fit."

Industry analysts see the merger as a natural consequence of constrained government spending and pressure on corporations to reduce costs. But they also are raising potential red flags such as the possibility that a larger, more vertically integrated company would leave the military with fewer choices in certain sectors of the market.

One concern is what implications this merger could have in ongoing efforts to modernize the nation's intercontinental ballistic missiles. Orbital ATK is one of two key suppliers of rocket motors that would power future ICBMs. The two prime contractors that were sel ected to design the next-generation "ground based strategic deterrent" ICBM  — Boeing and Northrop Grumman — had been expected to compete the rocket motor work between Orbital ATK and Aerojet Rocketdyne.

With Orbital under Northrop Grumman ownership, that type of competition would not be possible. "It will be interesting to see how the Air Force responds with regards to the GBSD program," space and defense analyst Todd Harrison, of the Center for Strategic and International Studies, told Spac News. "If there is any area for pushback, that may be it."

Outside of GBSD concerns, "I think this merger makes a lot of sense for both companies," Harrison added. "In the space segment, Northrop has been a leader in satellite payloads but not so much when it comes to developing complete systems. This acquisition vertically integrates their business by bringing in Orbital's expertise in satellite buses, launch systems and other areas."

Both firms work in classified satellite markets, and so an issue is how — if at all— consolidation could impact this segment, Byron Callan, of Capital Alpha Partners, noted in an email to clients. Orbital is a subcontractor for composite structures on the B-21 bomber to Northrop Grumman. "While this program is still in development, vertical integration will also be a focus in DoD's review of the transaction," commented Callan.

Orbital ATK generally benefits from the deal, said Callan, as it faces uncertainty in commercial space launch and aggressive competition fr om SpaceX.

Robert Stallard of Vertical Research Partners views the merger as favorable to both sides. "Northrop already has a significant presence in payloads, it has not had launcher capability which is one of the areas that Orbital ATK brings for both space and missile defense," he wrote in an email to investors.

One caveat: "Given that Northrop already operates in the space field, it is possible that there could be some overlapping activity or increased vertical integration that could prompt regulatory scrutiny," said Stallard.

This would be the first prime contractor acquisition under the Trump administration, and will be seen as a test case. Concerns over the scale of the primes were deal breakers in previous administrations.

Northrop and Orbital executives approached by SpaceNews at the Air & Space conference here declined to comment beyond what was said in the official statements.

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[Apollo13]

Теперь Orbital получит в свое распоряжение "чемоданы совсекретных технологий которые Мюллер унес из TRW" (с). А также те, что в чемоданы не поместились, и вообще всю TRW, вместе с прочими ресурсами огромной корпорации с оборотом $30 млрд в год. Будет интересно посмотреть как они этими технологиями воспользуются.  

[tnt22]

https://spaceflightnow.com/2017/09/19/northrop-grumman-to-purchase-orbital-atk-for-9-2-billion/

Northrop Grumman to purchase Orbital ATK for $9.2 billion
September 19, 2017 Stephen Clark

Northrop Grumman announced Monday plans to acquire Orbital ATK, a company with a portfolio ranging from satellite manufacturing and orbital servicing to launch vehicles, missile defense and munitions, for approximately $9.2 billion, a combination officials promised will lead to better products at lower prices.

The acquisition is expected to close in the first half of 2018, pending regulatory approval and a vote by Orbital ATK shareholders.

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An Orbital ATK Antares rocket readies for launch to the International Space Station in this October 2016 file photo. Credit: Orbital ATK

Northrop Grumman will buy Orbital ATK for $7.8 billion in cash, plus $1.4 billion in assumed debt.

Orbital ATK will initially operate as a separate division within Northrop Grumman to smooth the transition for customers and employees, and ensure ongoing programs remain uninterrupted, officials said. In the long term, Orbital ATK's satellite, launcher, missile, structures and munitions groups could be further absorbed into Northrop Grumman.

"Our two companies represent a very complementary fit," said Wes Bush, chairman, president and CEO of Northrop Grumman. "We have very little overlap, and we fully expect our combined portfolios of leading technologies, along with our aligned and innovation-focused cultures, to yield significant value creation through revenue, cost and operational synergies, accelerating our profitable growth trajectory."

Northrop Grumman is not a competitor in the launch industry, but it has a long history in producing spacecraft. The company's space facility in Redondo Beach, California, is building the spacecraft bus for the James Webb Space Telescope, and will complete final assembly of the huge observatory next year. Northrop Grumman also builds airplanes and airplane components, and supplies radars, avionics and other components to military customers.

Orbital ATK builds smaller satellites and light- and medium-class launchers, supports missile defense programs, and produces ammunition.

"The combination of our companies and human capital will also significantly benefit our customers," Bush said. "Together, we can offer our customers enhanced mission capabilities and more competitive offerings in areas such as space, missiles and strategic deterrence."


The sunshield for the James Webb Space Telescope was fully assembled earlier this year at Northrop Grumman's facility in Redondo Beach, California. Credit: Northrop Grumman

Headquartered in Dulles, Virginia, with 13,000 employees and major sites in eight states, Orbital ATK was formed in early 2015 with the merger of Orbital Sciences and ATK. The corporate marriage combined Orbital's satellite manufacturing, missile and launcher expertise with ATK's solid propulsion and composite structure heritage.

David Thompson, Orbital ATK's president and chief executive, said Monday that Northrop Grumman's acquisition will make for better and less expensive products and more innovative technologies for end users, including the U.S. military, civil agencies and commercial customers.

"The Northrop Grumman/Orbital ATK combination reflects a strong strategic fit between two pioneering aerospace and defense companies," Thompson said.

Orbital ATK divides its work into three segments:
 

[/li]
• Flight Systems, including launch vehicles, rocket propulsion systems, and advanced aerodynamic structures, with an estimated annual revenue of around $1.6 billion
• Defense Systems, including tactical missiles, armament, defense electronics and ammunition, with an estimated annual revenue of $1.9 billion
• Space Systems, including satellites and advanced space programs, including satellite servicing and space station logistics, with an estimated annual revenue of $1.2 billion
  

"Our existing operating groups and divisions will have access to a wider range of key technologies, industrial capabilities and investment resources," Thompson said of Orbital ATK's purchase by Northrop Grumman. "This should lead to increased performance and enhanced competitiveness in many of existing product lines."

Thompson said Orbital ATK's existing space programs, which include the Antares launcher and Cygnus cargo carrier for the International Space Station, a commercial satellite servicer called the Mission Extension Vehicle, and other rocket and satellite product lines, will continue unimpeded during the transaction.

Officials said Orbital ATK shareholders will benefit from the acquisition, which is valued at $134.50 per share, and employees will have access to a wider range of career opportunities after the deal closes.

Thompson declined to say if he will lead the Orbital ATK division in Northrop Grumman. Orbital Sciences was co-founded by Thompson in 1982 and achieved firsts in commercial launch and satellite business, initially highlighted by the development of the privately-developed air-launched Pegasus rocket.

"It's been a point of agreement from early on in our discussions between Wes and me that we keep our operating management teams and our workforce in place and focused on what they do every day for our customers," Thompson said. "We have not made any final decisions on sector leadership, but like our other senior corporate executives, I am very supportive of this transaction and will be available to support Wes and his team as we move forward."

Thompson said discussions between Northrop Grumman and Orbital ATK began earlier this year.

"I think this is really a classic win-win transaction, a very strategic combination that also makes good sense for both companies from a financial standpoint," he said.

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[tnt22]

Bill Ostrove‏ @BillOstroveFI 24 мин. назад

As we look at #NorthropGrumman-#OrbitalATK merger, worth checking out Orbital's launch history

[Apollo13]

http://parabolicarc.com/2017/09/18/key-slides-northrop-grummanorbital-atk-conference-call/

[Старый]

Слияния и укрупнения. Кто говорил о преимуществах маленьких компаний?

[Дмитрий В.]

Интересно, когда Маск продаст SpaceX ULA?

[Apollo13]

Дмитрий В. пишет:
Интересно, когда Маск продаст SpaceX ULA?  

Скорее Боинг и Локхид продадут ULA Безосу.

[Василий Ратников]

Дмитрий В., этим убогим губошлепам ? никогда

Если ФХ попрет то СЛС сдохнет надеюсь,
если ФХ и\или Ф9 Блок 5 попрет то Атлас5 сдохнет
причем учитывая цену на Ф9 подозреваю что УЛА свой Вулкан и делать то не хочет
ибо незачем
как только появится NewGlenn то чмори бюджетопилы из ula лишатся последней антимонопольной соломинки.
и просто закроют свой бизнес долетав последние РД-180.
ну и поделом.

[oby1]

Дмитрий В. пишет:
Интересно, когда Маск продаст SpaceX ULA?  

 Рано или поздно продаст. Какую-то часть уже продал. Все продают. Даже Безос свой Амазон понемногу продаёт. Новый владелец начнёт поднимать цены, затем появится другой стартап и так по кругу.

[Apollo13]

Для Маска и Безоса их космофирмы это не способ заработать денег, а способ со вкусом их потратить. Разница между Маском и Безосом состоит только в том что Безос тратит свои, а Маск и свои и чужие.

[Старый]

Дмитрий В. пишет:
Интересно, когда Маск продаст SpaceX ULA?  

О, Маск, СпейсИкс! Кто говорил о преимуществах маленьких компаний?

[LRV_75]

Старый пишет:

Дмитрий В. пишет:
Интересно, когда Маск продаст SpaceX ULA?    

О, Маск, СпейсИкс! Кто говорил о преимуществах маленьких компаний?

Вспоминаю 2009 года - "Небольшая фирма в 600 человек может штамповать ракеты как сосиски из гаража".
Сейчас SpaceX это 6000 человек (вырос в 10 раз), плюс поставщики во всех 50-ти штатах и продолжают расти.