XML 69 R32.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Subsequent Events | 3 Months Ended
--- | ---
Dec. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | Note 24. Subsequent events Proposed Merger with Hexcel On January 12, 2020, Woodward entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hexcel Corporation (“Hexcel”) and Genesis Merger Sub, Inc., a wholly owned subsidiary of Woodward (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Hexcel (the “Merger”), with Hexcel surviving the Merger as a wholly owned subsidiary of Woodward. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Hexcel (the “Hexcel Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares that may be owned by Hexcel, Woodward or Merger Sub, will be converted into the right to receive 0.6250 shares of common stock of Woodward. Holders of Hexcel Common Stock will receive cash in lieu of fractional shares. In anticipation of entering into the Merger Agreement, on January 11, 2020, the Woodward board of directors approved an amendment to certain Woodward options and Woodward restricted stock units that would be outstanding on January 12, 2020, and through the time as of immediately before the Effective Time to provide that if on or within 24 months following the Effective Time, the award holder’s employment is terminated without “cause” or the award holder terminates employment for “good reason,” such equity awards will become fully vested (the “Double-Trigger Vesting”). The Double-Trigger Vesting applies to such awards held by Woodward employees, but excludes any such award that as of immediately before the Effective Time, is held by the Chief Executive Officer of Woodward or any other employee who qualifies for post-termination continued vesting pursuant to its terms. As of January 12, 2020, awards held by certain named executive officers, Jonathan W. Thayer, Thomas G. Cromwell and Sagar A. Patel, would be eligible to receive the Double-Trigger Vesting. On January 11, 2020, the Woodward board of directors also approved that at the Effective Time, each award granted under the cash component of Woodward’s long-term incentive program, including such awards held by each of the named executive officers of Woodward, Thomas A. Gendron, Robert F. Weber, Jr., and Messrs. Thayer, Cromwell and Patel, that is outstanding as of immediately prior to the Effective Time, will be converted into the right to receive a cash amount, based on the greater of target or actual performance and prorated based on the portion of the applicable performance period that is completed through the Effective Time. The consummation of the Merger is subject to the approval of the shareholders of both Woodward and Hexcel and the issuance of shares of Woodward common stock in the Merger is subject to the approval of Woodward shareholders, as well as other customary closing conditions, including required regulatory approvals. The parties expect the Merger to close in the third calendar quarter of 2020, subject to satisfaction of these conditions. Transaction-related costs associated with the Merger will be expensed as incurred. For further information on the Merger, refer to the Form 8-K filed by Woodward with the SEC on January 13, 2020. Dividend Declared On January 29, 2020, Woodward’s board of directors declared a quarterly cash dividend of $0.28 per share, payable on March 3, 2020, to stockholders of record as of February 18, 2020. Sale of renewable power systems portfolio On January 31, 2020, Woodward entered into definitive agreements to sell certain assets related to Woodward’s renewable power systems and protective relays businesses to affiliates of AURELIUS Group for $23,400, subject to customary purchase price adjustments, consisting of cash and a $6,000 promissory note. The assets are primarily located in Germany, Poland and Bulgaria and accounted for approximately $80,000 of sales in fiscal 2019. The transaction is subject to customary closing conditions and is expected to close early in the third quarter of fiscal year 2020.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration