GENERAL DYNAMICS CORPORATION (Exact Name of Registrant as Specified in Its Charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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) March 26, 2018 (March 23, 2018) GENERAL DYNAMICS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2941 Fairview Park Drive, Suite 100, Falls Church, Virginia (Address of Principal Executive Offices) (Zip Code) (703) (Registrant s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, If Changed Since Last Report.) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d- 2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-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.

2 Item 1.01 Entry into a Material Definitive Agreement On March 23, 2018, General Dynamics Corporation ( General Dynamics ) entered into a Resignation and Appointment Agreement with JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Bank, National Association, as successor administrative agent, and certain guarantors and lenders named therein (the Resignation and Appointment Agreement ), pursuant to which JPMorgan Chase Bank, N.A. resigned, and Wells Fargo Bank, National Association was appointed, as an administrative agent under the, dated March 16, 2018, by and among General Dynamics, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein (the ). Other than as modified by virtue of the Resignation and Appointment Agreement, the remains in full force and effect as originally executed on March 16, In connection with this change, JPMorgan Chase Bank, N.A. assigned to certain lenders, and those lenders assumed, the rights and obligations of JPMorgan Chase Bank, N.A. under the 364-Day Credit Agreement. General Dynamics and its subsidiaries have relationships with Wells Fargo Bank, National Association and some of the lenders that are parties to the Resignation and Appointment Agreement where they provide commercial banking, underwriting and other financial advisory services for which they have received (or will receive) customary fees and expenses. The foregoing summary of the Resignation and Appointment Agreement is not complete and is qualified in its entirety by reference to the Resignation and Appointment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference. Notice to Investors This Current Report on Form 8-K is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of common stock of CSRA Inc. (CSRA). On March 5, 2018, Red Hawk Enterprises Corp., a wholly owned subsidiary of General Dynamics ( Merger Sub ) commenced a tender offer to purchase all of the shares of common stock, par value $0.001 per share of CSRA that are issued and outstanding. On March 20, 2018, the tender office price was increased to a price per share of $41.25, in cash, without interest and less any applicable withholding of taxes. The tender offer expires at 11:59 p.m., New York City time, on Monday, April 2, 2018, unless extended. If the tender offer is extended, we will inform the depositary of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the business day after the day on which the tender offer was scheduled to expire. On March 5, 2018, Merger Sub filed a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the SEC ) and on the same date CSRA filed a solicitation/recommendation statement with respect to the tender offer. Investors and shareholders of CSRA are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they have been amended and may be amended from time to time, because they contain important information that shareholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement are available at no charge on the SEC s website at In addition, the tender offer statement and other documents that Merger Sub files with the SEC are available to all shareholders of CSRA free of charge at The solicitation/recommendation statement and the other documents filed by CSRA with the SEC are available to all shareholders of CSRA free of charge at 2

3 Forward-Looking Statements Certain statements made in this Current Report on Form 8-K, including any statements as to the financing and completion of the Transactions, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the filings that General Dynamics files with the SEC, including, without limitation, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date they were made. General Dynamics does not undertake any obligation to update or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form 8-K. Item 9.01 (d) Exhibits Financial Statements and Exhibits 10.1 Resignation and Appointment Agreement, dated March 23, 2018, by an among JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Bank, National Association, as successor administrative agent, and certain guarantors and lenders named therein. 3

4 SIGNATURES 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. GENERAL DYNAMICS CORPORATION by /s/ Gregory S. Gallopoulos Gregory S. Gallopoulos Senior Vice President, General Counsel and Secretary Dated: March 26, 2018 (Authorized Officer) 4

5 Exhibit 10.1 EXECUTION COPY RESIGNATION AND APPOINTMENT AGREEMENT This Resignation and Appointment Agreement, dated as of March 23, 2018 (the Resignation and Appointment Agreement ), is delivered pursuant to Section of the dated as of March 16, 2018 by and among General Dynamics Corporation, a Delaware corporation (the Borrower ), the Lenders (defined therein), and JPMorgan Chase Bank, N.A., as Agent (as amended, restated, supplemented and/or otherwise modified prior to the date hereof, the Credit Agreement ), and is by and among JPMorgan Chase Bank, N.A. ( JPMorgan ) as resigning administrative agent (in such capacity, the Resigning Agent ), Wells Fargo Bank, National Association ( Wells Fargo ) as successor administrative agent (in such capacity, the Successor Agent ), the Borrower, the Guarantors and the Required Lenders under the Credit Agreement. Each capitalized term used but not defined in this Resignation and Appointment Agreement shall have the meaning given to it in the Credit Agreement. This Resignation and Appointment Agreement shall become effective upon the satisfaction of the following conditions precedent (the date of the satisfaction of such conditions precedent, the Resignation Date ): (a) the execution and delivery of this Resignation and Appointment Agreement by the Borrower, the Guarantors, the Required Lenders, the Resigning Agent and the Successor Agent, (b) the Resigning Agent shall have received, to the extent invoiced on or prior to the date hereof, from the Borrower payment in immediately available funds of all costs, expenses, accrued and unpaid fees and other amounts payable to JPMorgan as the Resigning Agent pursuant to the Loan Documents (other than contingent obligations for which no claim has been made) in accordance with Section 9.5(i) of the Credit Agreement and (c) the Successor Agent shall have received, to the extent invoiced on or prior to the date hereof, from the Borrower payment in immediately available funds of all costs, expenses, accrued and unpaid fees and other amounts payable to Wells Fargo as the Successor Agent pursuant to the Loan Documents (other than contingent obligations for which no claim has been made) in accordance with Section 9.5(i) of the Credit Agreement and any related fee letter entered into in connection with Wells Fargo s agreement to act as the Successor Agent. As of the Resignation Date, (i) JPMorgan hereby delivers notice to the Borrower and the Lenders of its resignation as Agent, as provided under Section ( SuccessorAgent) of the Credit Agreement and shall have no further obligations under the Loan Documents in such capacity; (ii) JPMorgan hereby, except as otherwise provided herein, relinquishes its rights, powers and privileges as Agent under the Loan Documents; (iii) the Required Lenders hereby appoint Wells Fargo as successor Agent under the Credit Agreement and the other Loan Documents; (iv) the Borrower hereby consents to the appointment of Wells Fargo in its capacity as Agent under the Credit Agreement and the other Loan Documents; and (v) Wells Fargo hereby accepts its appointment as successor Agent. The parties hereto acknowledge and agree that: (a) the Successor Agent shall bear no responsibility for any actions taken or omitted to be taken by the Resigning Agent while the Resigning Agent served as Agent under the Credit Agreement and the other Loan Documents, and the Resigning Agent shall bear no responsibility for any actions taken or omitted to be taken after the Resignation Date by the Successor Agent under the Credit Agreement or any other Loan Document, (b) the Successor Agent succeeds to the rights and obligations of the Agent under the Credit Agreement and the other Loan Documents and becomes vested with all of the rights, powers, privileges and duties of the Agent under the Credit Agreement and each other Loan Document, and the Resigning Agent is discharged from all of its duties and obligations as Agent under the Credit Agreement and the other Loan Documents, in each case, as of the Resignation Date, and (c) from and after the Resignation Date, the provisions of Article X ( TheAgent) and Section 9.5 ( Expenses;Indemnification) of the Credit Agreement continue in effect for the benefit of the Resigning Agent, its sub-agents and their respective Affiliates in respect of any actions

6 taken or omitted to be taken by any of them while the Resigning Agent was acting as Agent (including, without limitation, in connection with the transitioning of the roles of the Resigning Agent to the Successor Agent) and inure to the benefit of the Resigning Agent, its sub-agents and their Affiliates. Each of the Successor Agent, the Resigning Agent, the Borrower, the Guarantors and the Required Lenders hereby represent and warrant on and as of the date hereof and on and as of the Resignation Date that it is legally authorized to enter into and has duly executed and delivered this Resignation and Appointment Agreement. Nothing herein shall constitute an assumption by the Successor Agent of any liability of the Resigning Agent arising out of a breach by the Resigning Agent prior to the discharge of its duties under the Credit Agreement or the other Loan Documents to which it was a party immediately prior to giving effect to this Resignation and Appointment Agreement. The Borrower, the Resigning Agent and the Successor Agent agree that, following the Resignation Date, it shall furnish promptly, at the Borrower s expense, such other documents, instruments and agreements as may be reasonably requested by the Borrower or the Successor Agent from time to time, and shall take such further action as may be necessary or reasonably requested by the Borrower or the Successor Agent, in each case in order to effect the matters contemplated by this Resignation and Appointment Agreement. In the event that, after the Resignation Date, the Resigning Agent receives any principal, interest or other amount owing to any Lender or the Successor Agent under the Credit Agreement, the Resigning Agent agrees to promptly forward the same to the Successor Agent as specified by the Successor Agent in writing. The Borrower and each of the Guarantors hereby confirms its obligations pursuant to the Credit Agreement and the Guaranty, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Resignation and Appointment Agreement and the transactions contemplated hereby, all such obligations, and the terms of each of the Loan Documents to which it is a party, shall continue to be in full force and effect, shall not be novated and the Guaranty shall continue to guarantee, among other things, all obligations under the Credit Agreement. In addition, the Borrower and each of the Guarantors acknowledges and agrees that as of the Resignation Date the Successor Agent shall succeed to all the rights, benefits and interests of the Resigning Agent under the Guaranty and other Loan Documents and that on and after the Resignation Date all references in any Loan Document to Agent or Administrative Agent shall mean the Successor Agent and its successors and assigns and all references to JPMorgan Chase Bank, N.A. or JPMorgan shall mean Wells Fargo Bank, National Association or Wells Fargo, as applicable. For all purposes under the Loan Documents, until further notice in accordance with Section 13.1 of the Credit Agreement, the following address and account details are to be used for purposes of communications to the Successor Agent pursuant to the Credit Agreement or other Loan Documents: Wells Fargo Bank, National Association MAC D W. W.T. Harris Blvd. Charlotte, North Carolina Attention: Syndication Agency Services Telecopier: (704) Telephone: (704) address: agencyservices.requests@wellsfargo.com

7 THIS RESIGNATION AND APPOINTMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. SECTIONS 15.2, 15.3 AND 15.4 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS RESIGNATION AND APPOINTMENT AGREEMENT AND SHALL APPLY TO THIS RESIGNATION AND APPOINTMENT AGREEMENT, MUTATIS MUTANDIS. This Resignation and Appointment Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Resignation and Appointment Agreement by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Resignation and Appointment Agreement by telecopy, ed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Resignation and Appointment Agreement. [ Remainderofpageleftintentionallyblank]

8 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Resignation and Appointment Agreement to be duly executed and delivered as of the date first written above. JPMORGAN CHASE BANK, N.A., as Resigning Agent By: /s/ Robert P. Kellas Name: Robert P. Kellas Title: Executive Director

9 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Agent By: /s/ Adam Spreyer Name: Adam Spreyer Title: Director

10 GENERAL DYNAMICS CORPORATION, as Borrower By: /s/ David H. Fogg Name: David H. Fogg Title: Vice President and Treasurer

11 AMERICAN OVERSEAS MARINE COMPANY, LLC, as a Guarantor By: /s/ David H. Fogg Name: David H. Fogg Title: Vice President and Treasurer GENERAL DYNAMICS LAND SYSTEMS INC. GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION BATH IRON WORKS CORPORATION GENERAL DYNAMICS-OTS, INC. GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS, INC. GULFSTREAM AEROSPACE CORPORATION NATIONAL STEEL AND SHIPBUILDING COMPANY ELECTRIC BOAT CORPORATION, each as a Guarantor By: /s/ David H. Fogg Name: David H. Fogg Title: Treasurer

12 BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender By: /s/ Cara Younger Name: Cara Younger Title: Director By: /s/ Cristina Cignoli Name: Cristina Cignoli Title: Director

13 JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Robert P. Kellas Name: Robert P. Kellas Title: Executive Director

14 ROYAL BANK OF CANADA, as a Lender By: /s/ Richard C. Smith Name: Richard C. Smith Title: Managing Director

15 BANK OF AMERICA, N.A., as a Lender By: /s/ Prathamesh Kshirsagar Name: Prathamesh Kshirsagar Title: Vice President

16 WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Adam Spreyer Name: Adam Spreyer Title: Director

17 LLOYDS BANK PLC, as a Lender By: /s/ Daven Popat Name: Daven Popat Title: Senior Manager, Transaction Execution By: /s/ Jennifer Larrow Name: Jennifer Larrow Title: Assistant Manager, Transaction Execution