Lockheed Martin and Leidos Holdings: A Reverse Morris What?

This case is from the point of view of Peter Clarke, Vice President of Mergers and Acquisitions for Lockheed Martin’s Information Systems and Global solutions (IS&GS) division. Clarke has a personal decision to make about keeping his substantial Lockheed stock holding or converting to the partner company (Leidos Holdings) stock. About a year prior to the decision point in the case, Lockheed made a strategic decision to divest its IS&GS division, which engaged in consulting (largely defense and other governmental agency consulting). Clarke reviews Lockheed’s actions which led up to the decision to divest the IS&GS division through a Reverse Morris Trust (RMT), which included rejecting a more conventional spin-off or outright sale. The RMT, a complex transaction which required the creating of a new company and a merger with a second company, Leidos Holdings, allowed the divestiture to be tax-free. There were a number of rules required for this transaction; for example, former Lockheed shareholders needed to own more than 50% of the resulting company. Clarke believed the enterprise IT, cybersecurity, intelligence, health IT, and engineering business was a good growth area. Clarke needed first understand this unusual financial transaction and make a personal decision about whether keeping his Lockheed shares or exchanging them for Leidos shares would be the best decision for him.