ATK’s Spin‑Off of Sporting Group and Merger Between ATK’s Aerospace and Defense Groups and Orbital Sciences Corporation

On April 29, 2014, Alliant Techsystems Inc. (“ATK”) announced that it has entered into a definitive agreement pursuant to which ATK’s Sporting Group (“Sporting”) will be distributed to ATK’s shareholders in a tax‑free spin‑off and, immediately following the spin‑off, ATK’s remaining Aerospace and Defense Groups will combine with Orbital Sciences Corporation in a tax‑free, all‑stock merger, with Orbital shareholders receiving shares of ATK common stock as consideration. Cravath represented ATK in connection with this transaction. Upon completion of the transaction, current ATK shareholders will own 100 percent of Sporting and approximately 53.8 percent of the combined company on a fully diluted basis, and current Orbital shareholders will own approximately 46.2 percent of the combined company on a fully diluted basis.

The transaction, which is known as a Morris Trust transaction, is expected to be generally tax free to ATK, Orbital and their respective shareholders. The transaction is expected to close by the end of 2014 and is subject to customary closing conditions, including regulatory approvals and the approval of each of ATK’s and Orbital’s shareholders.

The Cravath team included partner Philip A. Gelston and associates Nicholas A. Dorsey and Brent R. Tomlinson on M&A matters; partners Craig F. Arcella and Stephen M. Kessing and associates Andy Ham and Stephen K. Wallant on financing matters; partners Stephen L. Gordon and J. Leonard Teti II and associates Andrew Carlon and Edward A. McGehee on tax matters; partner Eric W. Hilfers, practice area attorney Michael Krasnovsky and associate Julia L. Onorato on executive compensation and benefits matters; partner Christine A. Varney and associate Margaret Segall D’Amico on regulatory matters; partner David J. Kappos, practice area attorney Peter A. Emmi and associate Benjamin D. Landry on intellectual property matters; and partner Matthew Morreale on environmental matters.