UTC Secures Clearance for Combination With Raytheon

Cleary Gottlieb represented United Technologies Corp. (UTC) on antitrust and foreign investment matters relating to its combination with Raytheon in an agreement announced on June 9, 2019.

The transaction is expected to close on April 3, 2020, in conjunction with the completion of UTC’s announced spin-offs of its Otis and Carrier business units into new publicly traded companies. It brings UTC’s commercial aerospace businesses (Collins Aerospace and Pratt & Whitney) together with Raytheon’s leading defense capabilities. The combined company will be called Raytheon Technologies.

The transaction required merger control clearance in nine jurisdictions, including the EU, the United States, Canada, Japan, and Korea, and is structured as an all-stock merger of equals, after which UTC shareholders will own approximately 57% and Raytheon shareholders will own 43% of the combined company. Raytheon Technologies will be valued at more than $100 billion.

UTC’s aerospace businesses are focused on commercial and military aero engines and commercial aircraft systems, whereas Raytheon is focused on missile systems, electronic warfare, and other defense systems.