Item 8.01 Other Events.
Underwriting Agreement
On November 10, 2020, L3Harris Technologies, Inc. (the "Company") entered into
an underwriting agreement (the "Underwriting Agreement") with Barclays Capital
Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley
& Co. LLC, on behalf of themselves and the several underwriters named therein,
with respect to the offering and sale of $650 million aggregate principal amount
of 1.800% Notes due 2031 (the "Notes") in an underwritten public offering by the
Company. The offering is being made pursuant to the Company's effective
registration statement on Form S-3 (Registration Statement No. 333-233827)
previously filed with the Securities and Exchange Commission ("SEC") on
September 18, 2019. The Underwriting Agreement contemplates that the Notes will
be issued under an Indenture, dated as of September 3, 2003, between the Company
and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of
New York, as trustee. The sale of the Notes is expected to close on November 25,
2020, subject to customary closing conditions. The foregoing description of some
of the terms of the Underwriting Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete terms and conditions
of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1
and incorporated herein by reference.
The Company intends to use the net proceeds of the offering of the Notes,
together with cash on hand, to fund the redemption in full of all of the $650
million aggregate principal amount of the 4.95% Senior Notes (as defined below)
due February 15, 2021 (approximately $501 million of which was issued by the
Company and approximately $149 million of which was issued by its subsidiary, L3
Technologies, Inc.) (the "4.95% Notes") and to pay accrued interest, fees and
expenses associated with such redemption, and for general corporate purposes.
Redemption of 4.95% Notes
On November 12, 2020, the Company and its subsidiary, L3 Technologies, Inc.,
issued notices for the optional redemption in full of all of the outstanding
$650 million aggregate principal amount of the 4.95% Notes. The 4.95% Notes will
be redeemed on December 14, 2020 at a redemption price as set forth in the 4.95%
Notes. On and after the date of redemption, the 4.95% Notes will no longer be
deemed outstanding, interest on the 4.95% Notes will cease to accrue, and all
rights of the holders of the 4.95% Notes will terminate, except for the right to
receive the redemption payment upon surrender of the 4.95% Notes. The notice of
redemption specifying the terms, conditions and procedures for the redemption is
available through The Depository Trust Company and The Bank of New York Mellon
Trust Company, N.A., as paying agent for the 4.95% Notes. The foregoing does not
constitute a notice of redemption for the 4.95% Notes.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including
those regarding the use of proceeds of the offering of the Notes, the completion
of the redemption of the 4.95% Notes and the anticipated source of funds for
such redemption. These statements and their underlying assumptions are subject
to risks and uncertainties and are not guarantees of future performance. Factors
that could cause actual results to differ materially from those expressed or
implied by such statements include the risks and uncertainties described in the
Company's most recent Form 10-Q and the Company's other filings with the SEC.
These and many other factors could cause actual results to differ materially
from expectations based on forward-looking statements made in this Current
Report on Form 8-K or elsewhere by the Company or on its behalf. All
forward-looking statements are based on management's estimates, projections and
assumptions as of the date hereof, and the Company disclaims any intention or
obligation, other than imposed by law, to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
EXHIBIT INDEX
The following exhibit is filed herewith:
Exhibit Description
Number
1.1 Underwriting Agreement, dated as of November 10, 2020, among L3Harris and
Barclays Capital Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC
and Morgan Stanley & Co. LLC, on behalf of themselves and the several
underwriters named therein.
104 Cover Page Interactive Data File formatted in Inline XBRL
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