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Re:

Why the FTC Sued to Block Lockheed Martin’s Proposed $4.4 Billion Aerojet Deal

Lockheed Martin agreed to acquire Aerojet Rocketdyne for a proposed $4.4 billion, but the FTC sued to block the deal. Lockheed terminated the agreement before the case reached a final merits decision.
From TheFinanceBase Team2 min to read
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Lockheed Martin did not acquire Aerojet Rocketdyne. The companies agreed to a proposed $4.4 billion acquisition in December 2020, but the Federal Trade Commission sued to block it in January 2022, and Lockheed terminated the agreement on February 13, 2022. The FTC later closed its proceeding after the deal and related premerger filings were withdrawn.

What was the proposed deal?

Lockheed Martin announced a definitive agreement on December 20, 2020, to acquire Aerojet Rocketdyne for a proposed $4.4 billion. Lockheed described the transaction as a way to expand its propulsion capabilities and strengthen its technology position. Those were the company’s expectations for a proposed acquisition, not benefits realized after a completed purchase. Lockheed Martin’s announcement outlined its rationale.

Why did the FTC challenge it?

The FTC characterized the transaction as a vertical merger: Lockheed was a defense contractor that competed for contracts, while Aerojet supplied advanced power, propulsion and armament systems used in missiles made by Lockheed and other defense prime contractors. The agency alleged that owning Aerojet could give Lockheed both the ability and incentive to disadvantage rival contractors that relied on the supplier.

In its January 25, 2022 announcement, the FTC said the alleged risks included restricting competitors’ access to important inputs and influencing supply, investment or innovation decisions in ways that could harm rivals and competition in markets tied to missile systems. These were allegations in the agency’s complaint, not findings reached after a completed trial. FTC Bureau of Competition Director Holly Vedova described Aerojet as “our nation’s last independent supplier of key missile inputs”; that was her characterization at the time, not an unqualified statement about the market today. The FTC’s announcement sets out the agency’s claims.

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How did Lockheed respond?

Lockheed presented the acquisition as a way to deliver greater efficiency, speed and cost reductions for the U.S. government. After the FTC filed suit, Lockheed Chairman, President and CEO James Taiclet said the planned acquisition “would have benefitted the entire industry” through those outcomes. This was Lockheed’s stated expectation, not a measured or realized result. Lockheed’s termination announcement filed with the SEC includes Taiclet’s statement.

What happened to the acquisition and FTC case?

  1. December 20, 2020: Lockheed announced its agreement to acquire Aerojet Rocketdyne.
  2. January 25, 2022: The FTC announced its lawsuit seeking to block the proposed acquisition.
  3. February 13, 2022: Lockheed said it had terminated the agreement following the lawsuit.
  4. February 15, 2022: The FTC case record says the agency dismissed its complaint after the agreement ended and the premerger filings were withdrawn; the matter is listed as closed.

The FTC proceeding ended before a final decision on the merits. The agency’s case record lists the matter as closed, and the FTC’s Decisions, Volume 173 records the complaint and final order.

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What the outcome means

The $4.4 billion figure refers to the proposed transaction, not a completed purchase. Lockheed and Aerojet’s competing views about the expected benefits and potential competitive harm were not resolved through a completed merits trial. The available record establishes that the agreement was terminated and the FTC matter closed; it does not establish that the FTC’s allegations were proven or that Lockheed’s projected benefits would have occurred.

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