Shearman And Sterling

News October 24, 2016

Shearman & Sterling Advises B/E Aerospace on Its $6.4 Billion Acquisition by Rockwell Collins

Shearman & Sterling is advising B/E Aerospace on its $6.4 billion acquisition by Rockwell Collins – a combination that unites two of the global aerospace industry’s biggest suppliers.

The transaction merges Rockwell Collins’ capabilities in flight deck avionics, cabin electronics, mission communications, simulation and training, and information management systems with B/E Aerospace's range of cabin interior products, which include seating, food and beverage preparation and storage equipment, lighting and oxygen systems, and modular galley and lavatory systems for commercial airliners and business jets.

Under the terms of the agreement, Rockwell Collins will assume $1.9 billion in net debt and each B/E Aerospace shareowner will receive total consideration of $62.00 per share, comprised of $34.10 per share in cash and $27.90 in shares of Rockwell Collins common stock, subject to a 7.5% collar.  Upon completion of the transaction, which is expected in the spring of 2017, current B/E Aerospace shareowners will own approximately 20% of the combined company.

The Shearman & Sterling team includes partners Creighton Condon (New York-Mergers & Acquisitions), John Cannon (New York-Compensation, Governance & ERISA), Laurence Bambino (New York-Tax), Jordan Altman (New York-Intellectual Property Transactions), Jason Lehner (Toronto-Capital Markets), Alan Goudiss (New York-Litigation), Philip Urofsky (Washington, DC-Litigation) and Jessica Delbaum (New York-Antitrust); counsel Jake Pratt (New York-Real Estate) and Kelly Karapetyan (New York-Antitrust); and associates Katie Butler, Susie Luo, Ed Mullen (all New York-Mergers & Acquisitions), Nell Beekman, Jai Garg, Matthew Weston (all New York-Compensation, Governance & ERISA), Derek Kershaw, Adam Sternberg (both New York-Tax), Aleksandra Petkovic (New York-Antitrust), JB Betker, Mark Pereira, Marie-Alexis Valente (all New York-Intellectual Property Transactions), Heather Pals (Toronto-Capital Markets), Rita Ghanem and Scott Israelite (both New York-Corporate); Orla McMahon (New York-International Associate); and legal assistants Andrew Franco and Rachel Kalson (both New York-Mergers & Acquisitions).