Raytheon Technologies wrapping up financial notes of its formation Raytheon Technologies wrapping up financial notes of its formation

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Raytheon Technologies wrapping up financial notes of its formation

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  • Announces early tender results and receipt of requisite consents to amend outstanding notes and related indentures of Goodrich Corporation, Raytheon Company and Rockwell Collins, Inc.

Waltham Mass., 29 May 2020.  Raytheon Technologies took stock of 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88.20% of the total outstanding principal amount of the Subsidiary Notes, had been validly tendered and not validly withdrawn in connection with its previously announced private exchange offers (the “Exchange Offers”) and related consent solicitations (the “Consent Solicitations”)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  Subsidiary Notes validly tendered and not validly withdrawn and that are accepted for exchange will be exchanged for new notes issued by RTX (the “RTX Notes”) on the settlement date, which is expected to be on June 10,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

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.

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 PrincipalAmount 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%

 

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