WALTHAM, Mass., May 26, 2020 /PRNewswire/ -- Raytheon
Technologies (NYSE: RTX) announced today that as of
5:00 p.m., New York City time, on May 22, 2020 (the "Early Tender Deadline"), at
least $8,153,826,000 in aggregate
principal amount of the outstanding notes of Goodrich Corporation,
Raytheon Company and Rockwell Collins, Inc. (each, a "Subsidiary")
listed in the table below (collectively, the "Subsidiary Notes"),
representing approximately 88.20% of the total outstanding
principal amount of the Subsidiary Notes, had been validly tendered
and not validly withdrawn in connection with its previously
announced private exchange offers (the "Exchange Offers") and
related consent solicitations (the "Consent Solicitations") with
respect to the Subsidiary Notes. As a result, RTX has
received the requisite consents from eligible noteholders to amend
the Subsidiary Notes and related indentures under which they were
issued (as supplemented, the "Subsidiary Indentures").
Subsidiary Notes validly tendered and not validly withdrawn and
that are accepted for exchange will be exchanged for new notes
issued by RTX (the "RTX Notes") on the settlement date, which is
expected to be on June 10, 2020, and
the applicable consideration will be paid to the holders of such
Subsidiary Notes on such date, unless the Exchange Offers and
Consent Solicitations are extended or terminated.
Each Subsidiary has entered into a supplemental indenture to its
respective Subsidiary Indenture (collectively the "Supplemental
Indentures"). Each Supplemental Indenture will amend the
applicable Subsidiary Indenture to eliminate substantially all of
the restrictive covenants and events of default other than
payment-related events of default. The Supplemental Indenture
for the Subsidiary Notes issued by Rockwell Collins, Inc. will also
amend its Subsidiary Indenture to eliminate the covenant relating
to a change of control triggering event. Finally, the
Supplemental Indentures will reduce to 15 days the minimum period
for notice of redemption for each series of Subsidiary Notes
subject to redemption. The Supplemental Indentures became
effective upon their execution and delivery, but the amendments
will not become operative until we accept the Subsidiary Notes for
exchange and pay the applicable consideration.
Withdrawal rights for the Exchange Offers and Consent
Solicitations expired at 5:00 p.m.,
New York City time, on
May 22, 2020. Holders may no
longer withdraw tendered Subsidiary Notes or revoke consents,
except as required by applicable law.
As of the Early Tender Deadline, the following principal amounts
of each series of Subsidiary Notes have been validly tendered and
not validly withdrawn (and consents thereby validly given and not
validly revoked):
CUSIP
|
Issuer
|
Aggregate
Principal
Amount Outstanding
|
Title of Series of
Subsidiary
Notes
|
Subsidiary Notes
Tendered By Early
Tender Deadline
|
Principal
Amount
|
Percentage
|
38238QAB2
|
Goodrich
Corporation
|
$4,000,000
|
8.650% Notes due
2025
|
$1,245,000
|
31.13%
|
38238QAE6
|
Goodrich
Corporation
|
$5,000,000
|
8.610% Notes due
2025
|
$3,000,000
|
60.00%
|
38238QAC0
|
Goodrich
Corporation
|
$1,000,000
|
8.620% Notes due
2025
|
-
|
0.00%
|
38238QAA4
|
Goodrich
Corporation
|
$5,000,000
|
8.650% Notes due
2025
|
$5,000,000
|
100.00%
|
38238QAD8
|
Goodrich
Corporation
|
$4,000,000
|
8.610% Notes due
2025
|
$2,000,000
|
50.00%
|
38238QAF3
|
Goodrich
Corporation
|
$20,000,000
|
7.750% Notes due
2025
|
$20,000,000
|
100.00%
|
38238QAG1
|
Goodrich
Corporation
|
$20,000,000
|
7.298% Notes due
2025
|
$20,000,000
|
100.00%
|
38238QAH9
|
Goodrich
Corporation
|
$20,000,000
|
7.280% Notes due
2025
|
$16,520,000
|
82.60%
|
38238QAJ5
|
Goodrich
Corporation
|
$20,000,000
|
7.500% Notes due
2026
|
$10,000,000
|
50.00%
|
38238QAL0
|
Goodrich
Corporation
|
$140,628,000
|
7.100% Notes due
2027
|
$128,850,000
|
91.62%
|
382388AU0
|
Goodrich
Corporation
|
$134,360,000
|
6.800% Notes due
2036
|
$127,989,000
|
95.26%
|
382388AL0
|
Goodrich
Corporation
|
$159,149,000
|
7.000% Notes due
2038
|
$134,016,000
|
84.21%
|
38238QAK2
|
Goodrich
Corporation
|
$20,000,000
|
7.375% Notes due
2046
|
$10,000,000
|
50.00%
|
|
|
|
Total
Goodrich:
|
$478,620,000
|
86.53%
|
|
|
|
|
|
|
755111BX8
|
Raytheon
Company
|
$1,100,000,000
|
2.500% Notes due
2022
|
$901,919,000
|
81.99%
|
755111BY6
|
Raytheon
Company
|
$300,000,000
|
3.150% Notes due
2024
|
$242,748,000
|
80.92%
|
755111AF8
|
Raytheon
Company
|
$381,670,000
|
7.200% Notes due
2027
|
$318,706,000
|
83.50%
|
755111AP6
|
Raytheon
Company
|
$185,175,000
|
7.000% Notes due
2028
|
$163,535,000
|
88.31%
|
755111BU4
|
Raytheon
Company
|
$600,000,000
|
4.875% Notes due
2040
|
$533,564,000
|
88.93%
|
755111BW0
|
Raytheon
Company
|
$425,000,000
|
4.700% Notes due
2041
|
$406,520,000
|
95.65%
|
755111BZ3
|
Raytheon
Company
|
$300,000,000
|
4.200% Notes due
2044
|
$257,398,000
|
85.80%
|
|
|
|
Total
Raytheon:
|
$2,824,390,000
|
85.80%
|
|
|
|
|
|
|
774341AC5
|
Rockwell Collins,
Inc.
|
$250,000,000
|
3.100% Notes due
2021
|
$180,180,000
|
72.07%
|
774341AH4
|
Rockwell Collins,
Inc.
|
$1,100,000,000
|
2.800% Notes due
2022
|
$960,659,000
|
87.33%
|
774341AE1
|
Rockwell Collins,
Inc.
|
$400,000,000
|
3.700% Notes due
2023
|
$356,792,000
|
89.20%
|
774341AJ0
|
Rockwell Collins,
Inc.
|
$950,000,000
|
3.200% Notes due
2024
|
$867,483,000
|
91.31%
|
774341AK7
|
Rockwell Collins,
Inc.
|
$1,300,000,000
|
3.500% Notes due
2027
|
$1,150,062,000
|
88.47%
|
774341AF8
|
Rockwell Collins,
Inc.
|
$400,000,000
|
4.800% Notes due
2043
|
$379,626,000
|
94.91%
|
774341AL5
|
Rockwell Collins,
Inc.
|
$1,000,000,000
|
4.350% Notes due
2047
|
$956,014,000
|
95.60%
|
|
|
|
Total Rockwell
Collins:
|
$4,850,816,000
|
89.83%
|
|
|
|
|
|
|
|
|
|
Total Subsidiary
Notes:
|
$8,153,826,000
|
88.20%
|
The Exchange Offers and Consent Solicitations are being made
upon the terms and conditions set forth in the Offer to Exchange
and Consent Solicitation Statement, dated May 11, 2020, as supplemented on May 18, 2020 (the "Offer to Exchange").
Each Exchange Offer and Consent Solicitation will expire at
11:59 p.m., New York City time, on June 8, 2020, unless such date is extended or
earlier terminated (such date and time, as they may be extended,
the "Expiration Date"). RTX reserves the right to terminate,
withdraw, amend or extend one or more of the Exchange Offers and
Consent Solicitations in its discretion, subject to the terms and
conditions set forth in the Offer to Exchange.
Eligible holders who validly tendered, and did not validly
withdraw, their Subsidiary Notes by the Early Tender Deadline are
eligible to receive, subject to the terms and conditions set forth
in the Offer to Exchange, RTX Notes in the same principal amount as
the Subsidiary Notes tendered therefor plus cash consideration of
$1.00 per $1,000 principal amount of Subsidiary Notes
tendered (the "Cash Consideration"). Subject to the terms and
conditions set forth in the Offer to Exchange, eligible noteholders
who validly tender their Subsidiary Notes after the Early Tender
Deadline but on or prior to the Expiration Date will be eligible to
receive $970 principal amount of the
applicable series of RTX Notes per $1,000 principal amount of Subsidiary Notes
validly tendered, and will not be eligible to receive the Cash
Consideration. Interest on each RTX Note will accrue
from (and including) the last interest payment date on which
interest was paid on the corresponding Subsidiary Note tendered in
exchange for such RTX Note, and, accordingly, no accrued interest
will be paid on the settlement date in respect of Subsidiary Notes
accepted for exchange, except as set forth in the Offer to Exchange
with respect to cash paid in lieu of RTX Notes not delivered.
Subject to the terms and conditions set forth in the Offer to
Exchange, each eligible noteholder exchanging Subsidiary Notes in
the Exchange Offers will be eligible to receive, in exchange for
the Subsidiary Notes validly tendered and not validly withdrawn,
RTX Notes having the same interest payment and maturity dates,
interest rate and, except as set forth in the Offer to Exchange,
redemption provisions, if any, as the corresponding series of
Subsidiary Notes exchanged.
RTX's obligation to accept and exchange the Subsidiary Notes
validly tendered pursuant to the Exchange Offers is subject to
customary conditions, as set forth in the Offer to Exchange.
The Exchange Offers and Consent Solicitations are not conditioned
upon the tender of any minimum aggregate principal amount of the
Subsidiary Notes or the receipt of the requisite consents in any of
the Consent Solicitations.
Holders validly tendering their Subsidiary Notes will be deemed
to have delivered consents to the amendments with respect to such
tendered Subsidiary Notes. Holders will not be permitted to
tender their Subsidiary Notes without delivering consents or to
deliver consents without tendering their Subsidiary Notes.
This press release is issued pursuant to Rule 135c under the
Securities Act of 1933, as amended (the "Securities Act").
This press release is neither an offer to sell nor the solicitation
of an offer to buy the RTX Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which, or to any person to whom, such an offer, solicitation or
sale is unlawful. The Exchange Offers have not been and will
not be registered under the Securities Act, or the securities laws
of any other jurisdiction. The RTX Notes will be issued in
reliance upon exemptions from, or in transactions not subject to,
registration under the Securities Act. The RTX Notes will be
offered for exchange only (1) to qualified institutional buyers as
defined in Rule 144A under the Securities Act in reliance on
the exemption provided by Section 4(a)(2) of the Securities Act and
(2) outside the United States to
persons other than U.S. persons (each as defined in Rule 902 under
the Securities Act) in reliance upon Regulation S under the
Securities Act. The RTX Notes may not be offered, sold,
pledged or otherwise transferred in the
United States absent registration or an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and other applicable securities
laws.
The Exchange Offers and Consent Solicitations are being made
only pursuant to the Offer to Exchange. The Offer to Exchange
and other documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to holders who confirm that
they are within the categories of eligible participants in the
Exchange Offers. None of RTX, RTX's subsidiaries, its and
their respective directors or officers, the dealer managers and
solicitation agents, the exchange agent, the information agent, any
trustee for the RTX Notes or the Subsidiary Notes, their respective
affiliates, or any other person is making any recommendation as to
whether holders should tender their Subsidiary Notes in the
Exchange Offers.
Holders who desire a copy of the eligibility letter should
contact Global Bondholder Services Corporation, the information
agent for the Exchange Offers and Consent Solicitations, at (866)
470-3800 (U.S. Toll-free). Banks and brokers should call
(212) 430-3774. The eligibility letter may also be found
here: https://gbsc-usa.com/eligibility/rtx. Global
Bondholder Services Corporation will also provide copies of the
Offer to Exchange to eligible holders.
In connection with the Exchange Offers and as described in
greater detail in the Offer to Exchange, RTX will enter into a
registration rights agreement, pursuant to which RTX will be
obligated to use commercially reasonable efforts to file with the
U.S. Securities and Exchange Commission (the "SEC") and cause to
become effective a registration statement with respect to an offer
to exchange each series of RTX Notes for new notes and to use
commercially reasonable efforts to file a shelf registration
statement to cover resales of the RTX Notes under the Securities
Act in the event that RTX determines that a registered exchange
offer is not available or may not be completed.
This press release, the Offer to Exchange and any other
documents or materials relating to the Exchange Offers and Consent
Solicitations may only be communicated to persons in the
United Kingdom in circumstances
where Section 21 of the Financial Services and Markets Act 2000
(the "FSMA") does not apply. Accordingly, this press release
and the Offer to Exchange are only for circulation to (i) persons
who are outside the United
Kingdom, (ii) investment professionals falling within
Article 19(5) of the FSMA (Financial Promotion) Order 2005, as
amended (the "Order"), (iii) high net worth entities, and other
persons to whom the communication may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order or (iv) persons
to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in
connection with the communication may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to for purposes of this paragraph as
"relevant persons"). The RTX Notes will only be available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such RTX Notes will be engaged in only with,
relevant persons. Any person who is not a relevant person
should not act or rely on the Offer to Exchange or any of its
contents and may not participate in the Exchange Offers.
The complete terms and conditions of the Exchange Offers and
Consent Solicitations are set forth in the Offer to Exchange.
The Exchange Offers are only being made pursuant to the Offer to
Exchange. The Exchange Offers are not being made to holders
of Subsidiary Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. The Subsidiary
Notes have not been approved or disapproved by any regulatory
authority, nor has any such authority passed upon the accuracy or
adequacy of the Offer to Exchange.
About Raytheon Technologies
Raytheon Technologies
Corporation is an aerospace and defense company that provides
advanced systems and services for commercial, military and
government customers worldwide. With 195,000 employees and four
industry-leading businesses ― Collins Aerospace Systems, Pratt
& Whitney, Raytheon Intelligence & Space and Raytheon
Missiles & Defense ― the company delivers solutions
that push the boundaries in avionics, cybersecurity, directed
energy, electric propulsion, hypersonics, and quantum
physics. The company, formed in 2020 through the combination
of Raytheon Company and the United Technologies Corporation
aerospace businesses, is headquartered in Waltham, Massachusetts.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements which, to
the extent they are not statements of historical or present fact,
constitute "forward-looking statements" under the securities
laws. These forward-looking statements are intended to
provide management's current expectations or plans based on
assumptions currently believed to be valid and can be identified by
the use of words such as "believe," "expect," "expectations,"
"plans," "strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "outlook,"
"confident," "on track" and other words of similar meaning.
Forward-looking statements may include, among other things,
statements relating to the expected timing of and future actions
with respect to the Exchange Offers and Consent Solicitations,
RTX's future operating and financial performance such as future
sales, earnings, cash flow, results of operations, uses of cash,
share repurchases, tax rates, R&D spend, other measures of
financial performance, potential future plans, strategies or
transactions, credit ratings and net indebtedness, other
anticipated benefits to RTX of the Rockwell acquisition, the
Raytheon merger or the spin-offs by RTX of Carrier Global
Corporation and Otis Worldwide Corporation into separate
independent companies including estimated synergies and customer
cost savings resulting from the merger and the separation
transactions and other statements that are not solely historical
facts. In addition, this press release includes important
information as to risks, uncertainties and other factors that may
cause actual results to differ materially from those expressed or
implied in the forward-looking statements. Additional
important risks, uncertainties and other factors that may cause
such differences are described in Offer to Exchange under the
heading "Risk Factors," RTX's Form 10-K and 10-Q Reports under the
heading "Notes to Consolidated Financial Statements" under the
heading "Note 18: Contingent Liabilities" or "Notes to Condensed
Consolidated Financial Statements" under the heading "Note 16:
Contingent Liabilities;" the section titled "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" under the headings "Business Overview," "Critical
Accounting Estimates," "Results of Operations," and "Liquidity and
Financial Condition;" and the sections titled "Legal Proceedings"
and "Risk Factors." Additional important information as to
these factors is included in RTX's 2019 Annual Report in the
section titled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" under the headings
"Restructuring Costs," "Environmental Matters" and "Governmental
Matters", in RTX's 2019 Form 10-K in the "Business" section
under the headings "General," "Description of Business by Segment"
and "Other Matters Relating to Our Business as a Whole" and in
RTX's Form S-4 Registration Statements (Registration No.
333-220883) and (Registration No. 333-232696) under the heading
"Risk Factors." The forward-looking statements speak only as
of the date of this press release. We undertake no obligation
to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by applicable law. Additional information
as to factors that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements
is disclosed from time to time in our other filings with the
SEC.
Media Contact
Michele Quintaglie
C: 860.493.4364
michele.quintaglie@rtx.com
Investor Contact
Kelsey DeBriyn
C: 781.522.5141
kelsey.debriyn@rtx.com
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SOURCE Raytheon Technologies