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Share Name | Share Symbol | Market | Type |
---|---|---|---|
L3Harris Technologies Inc | NYSE:LHX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.90 | 0.43% | 212.24 | 213.32 | 210.162 | 212.50 | 790,905 | 01:00:00 |
Title of each Class of Securities to be Registered
|
| |
Amount
to be
Registered
|
| |
Proposed
Maximum
Offering Price
Per Share
|
| |
Proposed
Maximum
Aggregate
Offering Price
|
| |
Amount of
Registration Fee(1)
|
1.800% Notes due 2031
|
| |
$650,000,000
|
| |
99.962%
|
| |
$649,753,000
|
| |
$70,888.05
|
(1)
|
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
|
|
| |
Per Note
|
| |
Total
|
Public offering price(1)
|
| |
99.962%
|
| |
$649,753,000
|
Underwriting discount
|
| |
0.650%
|
| |
$4,225,000
|
Proceeds, before expenses, to L3Harris Technologies, Inc.
|
| |
99.312%
|
| |
$645,528,000
|
(1)
|
Plus accrued interest, if any, from November 25, 2020, if settlement occurs after this date.
|
Barclays
|
| |
HSBC
|
| |
J.P. Morgan
|
| |
Morgan Stanley
|
BofA Securities
|
| |
Citigroup
|
| |
Wells Fargo Securities
|
| |
Scotiabank
|
| |
SMBC Nikko
|
| |
TD Securities
|
Deutsche Bank Securities
|
| |
Siebert Williams Shank
|
| |
US Bancorp
|
(1)
|
our Transition Report on Form 10-KT for the fiscal transition period ended January 3, 2020;
|
(2)
|
our Definitive Proxy Statement on Schedule 14A for our 2020 Annual Meeting of Shareholders (solely those portions that were incorporated by reference into Part III of our Transition Report on Form 10-KT for the fiscal transition period ended January 3, 2020);
|
(3)
|
our Quarterly Reports on Form 10-Q for the quarterly period ended April 3, 2020, for the quarterly period ended July 3, 2020 and for the quarterly period ended October 2, 2020; and
|
(4)
|
our Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof) filed with the SEC on July 1, 2019 (Date of Report June 28, 2019) (first of two reports filed on July 1, 2019), on September 11, 2019 (Date of Report September 11, 2019), on February 4, 2020 (Date of Report February 4, 2020) (second of two reports filed on February 4, 2020), on March 4, 2020 (Date of Report March 4, 2020) (first of three reports filed on March 4, 2020), on March 4, 2020 (Date of Report March 4, 2020) (second of three reports filed on March 4, 2020), on March 4, 2020 (Date of Report March 4, 2020) (third of three reports filed on March 4, 2020), on March 13, 2020 (Date of March 13, 2020), on March 31, 2020 (Date of Report March 31, 2020), on April 7, 2020 (Date of Report April 2, 2020), on April 29, 2020 (Date of Report April 29, 2020), on May 4, 2020 (Date of Report May 4, 2020) (first of two reports filed on May 4, 2020), on May 4, 2020 (Date of Report May 4, 2020) (second of two reports filed on May 4, 2020), on May 5, 2020 (Date of Report May 5, 2020) (second of two reports filed on May 5, 2020) and on September 1, 2020 (Date of Report August 26, 2020).
|
•
|
The COVID-19 pandemic could have a material adverse effect on our business operations, financial condition, results of operations and cash flows.
|
•
|
We depend on U.S. Government customers for a significant portion of our revenue, and the loss of these relationships, a reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
The U.S. Government’s budget deficit and the national debt, as well as any inability of the U.S. Government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.
|
•
|
We could be negatively impacted by a security breach, through cyber attack, cyber intrusion, insider threats or otherwise, or other significant disruption of our IT networks and related systems or of those we operate for certain of our customers.
|
•
|
Our ability to successfully manage ongoing business and organizational changes could impact our business results.
|
•
|
Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in inflation.
|
•
|
We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results.
|
•
|
We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.
|
•
|
The level of returns on defined benefit plan assets, changes in interest rates and other factors could affect our financial condition, results of operations, cash flows and equity in future periods.
|
•
|
We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.
|
•
|
Disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products, systems or services to be produced or delivered in an untimely or unsatisfactory manner.
|
•
|
Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.
|
•
|
Our future success will depend on our ability to develop new products, systems, services and technologies that achieve market acceptance in our current and future markets.
|
•
|
We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.
|
•
|
We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.
|
•
|
Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows.
|
•
|
The outcome of litigation or arbitration in which we are involved from time to time is unpredictable, and an adverse decision in any such matter could have a material adverse effect on our financial condition, results of operations, cash flows and equity.
|
•
|
We are subject to government investigations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.
|
•
|
Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.
|
•
|
Our commercial aviation products, systems and services business is affected by global demand and economic factors that could negatively impact our financial results.
|
•
|
We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.
|
•
|
Changes in our effective tax rate may have an adverse effect on our results of operations.
|
•
|
Our level of indebtedness and our ability to make payments on or service our indebtedness and our unfunded defined benefit plans liability may adversely affect our financial and operating activities or our ability to incur additional debt.
|
•
|
A downgrade in our credit ratings could materially adversely affect our business.
|
•
|
Unforeseen environmental issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.
|
•
|
We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.
|
•
|
Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would adversely affect our results of operations.
|
•
|
We must attract and retain key employees, and any failure to do so could seriously harm us.
|
•
|
Some of our workforce is represented by labor unions, so our business could be harmed in the event of a prolonged work stoppage.
|
•
|
We may fail to realize all of the anticipated benefits of the L3Harris Merger or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the businesses.
|
•
|
Certain business uncertainties arising from the L3Harris Merger could adversely affect our businesses and operations.
|
•
|
We have incurred and will incur direct and indirect costs as a result of the L3Harris Merger.
|
•
|
Integrated Mission Systems, including multi-mission intelligence, surveillance and reconnaissance and communication systems; integrated electrical and electronic systems for maritime platforms; and advanced electro-optical and infrared solutions;
|
•
|
Space and Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; avionics; and electronic warfare;
|
•
|
Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public safety; and
|
•
|
Aviation Systems, including defense aviation products; commercial aviation products; commercial and military pilot training; and mission networks for air traffic management.
|
•
|
our ratings with major credit rating agencies;
|
•
|
the prevailing interest rates being paid by companies similar to us;
|
•
|
our operating results, financial condition, financial performance and future prospects; and
|
•
|
the overall condition of the financial and credit markets.
|
|
| |
At October 2, 2020
|
|||
|
| |
Actual
|
| |
As Adjusted(1)
|
|
| |
(in millions)
|
|||
Cash and cash equivalents
|
| |
$1,341
|
| |
$1,323
|
Short-term debt (including current portion of long-term debt)
|
| |
$668
|
| |
$10
|
Long-term debt:
|
| |
|
| |
|
Variable-rate debt:
|
| |
|
| |
|
Floating rate notes, due March 2023
|
| |
$250
|
| |
$250
|
Revolving credit facility
|
| |
—
|
| |
|
Fixed-rate debt:
|
| |
|
| |
|
4.950% notes, due February 2021(2)
|
| |
650
|
| |
—
|
3.85% notes, due June 2023(3)
|
| |
800
|
| |
800
|
3.95% notes, due May 2024(4)
|
| |
350
|
| |
350
|
3.832% notes, due April 2025
|
| |
600
|
| |
600
|
7.0% debentures, due January 2026
|
| |
100
|
| |
100
|
3.85% notes, due December 2026(5)
|
| |
550
|
| |
550
|
6.35% debentures, due February 2028
|
| |
26
|
| |
26
|
4.40% notes, due June 2028(6)
|
| |
1,850
|
| |
1,850
|
2.900% notes, due December 2029
|
| |
400
|
| |
400
|
1.800% notes, due January 2031, offered hereby
|
| |
—
|
| |
650
|
4.854% notes, due April 2035
|
| |
400
|
| |
400
|
6.15% notes, due December 2040
|
| |
300
|
| |
300
|
5.054% notes, due April 2045
|
| |
500
|
| |
500
|
Other
|
| |
51
|
| |
51
|
Less: current portion of long-term debt
|
| |
(666)
|
| |
(8)
|
Total long-term debt
|
| |
6,161
|
| |
6,819
|
Plus: unamortized bond premium, discounts and debt issuance costs, net
|
| |
100
|
| |
91
|
Total long-term debt, net(7)
|
| |
6,261
|
| |
6,910
|
Total debt(7)
|
| |
6,929
|
| |
6,920
|
Total equity
|
| |
21,439
|
| |
21,441
|
Total capitalization
|
| |
$28,368
|
| |
$28,361
|
(1)
|
Adjustment includes net proceeds of $643 million from the sale of notes in this offering (after deducting the underwriting discount and our estimated offering expenses) and gives effect to the intended use of proceeds of this offering, together with cash on hand, to fund the redemption in full of all of the $650 million aggregate principal amount of our 4.950% Senior Notes due February 15, 2021 (approximately $501 million of which was issued by us and approximately $149 million of which was issued by our subsidiary, L3) and to pay accrued interest, fees and expenses associated with such redemption, and for general corporate purposes.
|
(2)
|
Includes approximately $149 million in aggregate principal amount of outstanding long-term debt of our subsidiary, L3.
|
(3)
|
Includes approximately $59 million in aggregate principal amount of outstanding long-term debt of our subsidiary, L3.
|
(4)
|
Includes approximately $24 million in aggregate principal amount of outstanding long-term debt of our subsidiary, L3.
|
(5)
|
Includes approximately $15 million in aggregate principal amount of outstanding long-term debt of our subsidiary, L3.
|
(6)
|
Includes approximately $82 million in aggregate principal amount of outstanding long-term debt of our subsidiary, L3.
|
(7)
|
Debt amounts are presented net of unamortized bond premium, discounts and debt issuance costs.
|
|
| |
Reported
|
| |
Pro Forma
Combined
|
|||||||||||||||||||||
|
| |
Three Quarters
Ended
|
| |
Two Quarters
Ended
|
| |
Fiscal Years
Ended
|
| |
Three Quarters
Ended
|
| |
Two Quarters
Ended
|
||||||||||||
(in millions)
|
| |
October 2,
2020
|
| |
September 27,
2019
|
| |
January 3,
2020
|
| |
December 28,
2018
|
| |
June 28,
2019
|
| |
June 29,
2018
|
| |
June 30,
2017
|
| |
September 27,
2019**
|
| |
December 28,
2018
|
Consolidated Statement of Income Information*:
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenue from product sales and services
|
| |
$13,534
|
| |
$8,024
|
| |
$9,263
|
| |
$3,208
|
| |
$6,801
|
| |
$6,168
|
| |
$5,897
|
| |
$13,265
|
| |
$8,404
|
Cost of product sales and services
|
| |
(9,625)
|
| |
(5,604)
|
| |
(6,726)
|
| |
(2,105)
|
| |
(4,467)
|
| |
(4,066)
|
| |
(3,854)
|
| |
(9,423)
|
| |
(5,939)
|
Engineering, selling and administrative expenses
|
| |
(2,484)
|
| |
(1,658)
|
| |
(1,927)
|
| |
(583)
|
| |
(1,242)
|
| |
(1,182)
|
| |
(1,150)
|
| |
(2,706)
|
| |
(1,598)
|
Income from continuing operations
|
| |
904
|
| |
947
|
| |
835
|
| |
441
|
| |
953
|
| |
702
|
| |
628
|
| |
1,252
|
| |
760
|
Consolidated Balance Sheet Information* (as of):
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents
|
| |
$1,341
|
| |
$1,001
|
| |
$824
|
| |
$343
|
| |
$530
|
| |
$288
|
| |
$484
|
| |
|
| |
|
Total assets
|
| |
37,145
|
| |
38,947
|
| |
38,336
|
| |
9,852
|
| |
10,117
|
| |
9,851
|
| |
10,112
|
| |
|
| |
|
Total liabilities
|
| |
15,706
|
| |
16,022
|
| |
15,592
|
| |
6,440
|
| |
6,754
|
| |
6,573
|
| |
7,209
|
| |
|
| |
|
Total equity
|
| |
21,439
|
| |
22,925
|
| |
22,744
|
| |
3,412
|
| |
3,363
|
| |
3,278
|
| |
2,903
|
| |
|
| |
|
*
|
The above historical financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Transition Report on Form 10-KT for the Fiscal Transition Period and our Quarterly Report on Form 10-Q for the quarter ended October 2, 2020, which is intended to assist in an understanding of our financial condition and results of operations.
|
**
|
Reflects the combined historical results of operations of Harris and L3 for the two quarters ended June 28, 2019 and, after the L3Harris Merger on June 29, 2019, the reported results of operations of the combined Company, L3Harris, for the quarter ended September 27, 2019.
|
(1)
|
100% of the principal amount of the notes being redeemed; and
|
(2)
|
the sum of the present values of the remaining scheduled payments of principal and interest (other than interest accruing to the date of redemption and assuming for these purposes that the notes matured on the Par Call Date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points.
|
•
|
accept for payment all notes or portions of notes (in a principal amount of $2,000 or an integral multiple of $1,000 above that amount) properly tendered pursuant to our offer;
|
•
|
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes properly tendered; and
|
•
|
deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being repurchased by us.
|
(1)
|
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our properties or assets and those of our subsidiaries taken as a whole to any “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries;
|
(2)
|
the adoption by the holders of our Voting Stock of a plan relating to our liquidation or dissolution;
|
(3)
|
the first day during any period of 24 consecutive months on which a majority of the members of our Board of Directors are not Continuing Directors; or
|
(4)
|
consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our wholly-owned subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the then-outstanding number of shares of our Voting Stock, measured by voting power rather than number of shares; provided that a merger shall not constitute a “change of control” under this definition if (i) the sole purpose of the merger is our reincorporation in another state and (ii) our shareholders and the number of shares of our Voting Stock, measured by voting power and number of shares, owned by each of them immediately before and immediately following such merger are identical.
|
•
|
a limited-purpose trust company organized under the New York Banking Law;
|
•
|
a “banking organization” within the meaning of the New York Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
transfers of securities and cash within Euroclear;
|
•
|
withdrawal of securities and cash from Euroclear; and
|
•
|
receipt of payments with respect to securities in Euroclear.
|
•
|
a dealer in securities,
|
•
|
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,
|
•
|
a bank or other financial institution,
|
•
|
an insurance company,
|
•
|
a tax-exempt organization,
|
•
|
a person that owns notes that are a hedge or that are hedged against interest rate risks,
|
•
|
a person that owns notes as part of a straddle or conversion transaction for tax purposes,
|
•
|
a person that purchases or sells notes as part of a wash sale for tax purposes, or
|
•
|
a United States Holder (as defined below) whose functional currency for tax purposes is not the United States dollar.
|
•
|
an individual who is a citizen or resident of the United States,
|
•
|
a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
|
•
|
an estate whose income is subject to United States federal income tax regardless of its source, or
|
•
|
a trust (i) if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or (ii) that has a valid election in place under applicable United States Treasury regulations to be treated as a United States person for United States federal income tax purposes.
|
•
|
a nonresident alien individual,
|
•
|
a foreign corporation, or
|
•
|
an estate or trust that in either case is not subject to United States federal income tax on a net income basis on income or gain from a note.
|
(1)
|
you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote,
|
(2)
|
you are not a controlled foreign corporation that is related, directly or indirectly, to us through stock ownership, and
|
(3)
|
if the United States payor does not have actual knowledge or reason to know that you are a United States person, and
|
(a)
|
you have furnished to the United States payor an IRS Form W-8BEN or W-8BEN-E or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-United States person,
|
(b)
|
in the case of payments made by the United States payor to you at an offshore account (generally, an account maintained by you at a bank or other financial institution at any location outside the United States), you have furnished to the United States payor documentation that establishes your identity and your status as the beneficial owner of the payment for United States federal income tax purposes and as a non-United States person,
|
(c)
|
the United States payor has received a withholding certificate (furnished on an appropriate IRS Form W-8 or an acceptable substitute form) from a person claiming to be:
|
(i)
|
a withholding foreign partnership (generally a foreign partnership that has entered into an agreement with the IRS to assume primary withholding responsibility with respect to distributions and guaranteed payments it makes to its partners),
|
(ii)
|
a qualified intermediary (generally a non-United States financial institution or clearing organization or a non-United States branch or office of a United States financial institution or clearing organization that is a party to a withholding agreement with the IRS), or
|
(iii)
|
a United States branch of a non-United States bank or of a non-United States insurance company, and the withholding foreign partnership, qualified intermediary or United States branch has received documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payment on the notes in accordance with United States Treasury regulations (or, in the case of a qualified intermediary, in accordance with its agreement with the IRS),
|
(d)
|
the United States payor receives a statement from a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business (i) certifying to the United States payor under penalties of perjury that an IRS Form W-8BEN or W-8BEN-E or an acceptable substitute form has been received from you by it or by a similar financial institution between it and you and (ii) to which is attached a copy of the IRS Form W-8BEN or W-8BEN-E or acceptable substitute form, or
|
(e)
|
the United States payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-United States person that is, for United States federal income tax purposes, the beneficial owner of the payments on the notes in accordance with United States Treasury regulations.
|
•
|
the decedent did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote at the time of death, and
|
•
|
the income on the note would not have been effectively connected with a United States trade or business of the decedent at the same time.
|
Underwriters
|
| |
Principal Amount
of Notes
|
Barclays Capital Inc.
|
| |
$113,750,000
|
HSBC Securities (USA) Inc.
|
| |
113,750,000
|
J.P. Morgan Securities, LLC
|
| |
113,750,000
|
Morgan Stanley & Co. LLC
|
| |
113,750,000
|
BofA Securities, Inc.
|
| |
39,000,000
|
Citigroup Global Markets Inc.
|
| |
39,000,000
|
Wells Fargo Securities, LLC
|
| |
39,000,000
|
Scotia Capital (USA) Inc.
|
| |
19,500,000
|
SMBC Nikko Securities America, Inc.
|
| |
19,500,000
|
TD Securities (USA) LLC
|
| |
19,500,000
|
Deutsche Bank Securities Inc.
|
| |
6,500,000
|
Siebert Williams Shank & Co., LLC
|
| |
6,500,000
|
U.S. Bancorp Investments, Inc.
|
| |
6,500,000
|
Total
|
| |
$650,000,000
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:
|
(1)
|
to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
|
(2)
|
where no consideration is or will be given for the transfer;
|
(3)
|
where the transfer is by operation of law;
|
(4)
|
as specified in Section 276(7) of the SFA; or
|
(5)
|
as specified in Regulation 32 of the Securities and Futures Regulations 2005 of Singapore.
|
•
|
debt securities
|
•
|
shares of preferred stock
|
•
|
shares of common stock
|
•
|
fractional interests in shares of preferred stock represented by depositary shares
|
•
|
warrants to purchase debt securities
|
•
|
warrants to purchase shares of preferred stock
|
•
|
warrants to purchase shares of common stock
|
|
| |
Page
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| |
•
|
our Annual Report on Form 10-K for the fiscal year ended June 28, 2019; and
|
•
|
our Current Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof) filed with the SEC on July 1, 2019 (Date of Report June 28, 2019), July 3, 2019 (Date of Report July 1, 2019), July 31, 2019 (Date of Report July 31, 2019), August 2, 2019 (Date of Report August 2, 2019) and September 11, 2019 (Date of Report September 11, 2019).
|
•
|
Integrated Mission Systems, includes intelligence, surveillance and reconnaissance, advanced electro optical and infrared solutions, and maritime power and navigation;
|
•
|
Space and Airborne Systems, includes space payloads, sensors and full-mission solutions, classified intelligence and cyber defense, avionics, and electronic warfare;
|
•
|
Communication Systems, includes tactical communications, broadband communications, night vision, and public safety; and
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•
|
Aviation Systems, includes defense aviation products, security, detection and other commercial aviation products, air traffic management, and commercial and military pilot training.
|
•
|
reduction, repayment or refinancing of a portion of our or our subsidiaries’ existing short-term and long-term debt;
|
•
|
capital expenditures;
|
•
|
additional working capital;
|
•
|
acquisitions; and
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•
|
other general corporate purposes.
|
•
|
whether the debt securities are senior debt securities or subordinated debt securities;
|
•
|
the title of the series of debt securities (which may be part of a series of debt securities previously issued);
|
•
|
any limit on the aggregate principal amount of the debt securities of the series;
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•
|
the maturity date or dates or the method by which any such date shall be determined;
|
•
|
the interest rate or rates, or the method of determining those rates;
|
•
|
the place or places where payments may be made;
|
•
|
any mandatory or optional redemption provisions;
|
•
|
any sinking fund or analogous provisions;
|
•
|
the portion of the principal amount of the debt security payable upon acceleration of maturity if other than the full principal amount;
|
•
|
any deletions of, or changes or additions to, the events of default or covenants as they apply to the series;
|
•
|
whether the provisions of the indenture described under “— Satisfaction and Discharge; Defeasance” below will be applicable to the series of debt securities;
|
•
|
if other than U.S. dollars, the currency, currencies or composite currencies in which payments on the debt securities will be payable;
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•
|
whether and on what terms we will pay additional amounts to holders of the debt securities that are not U.S. persons for any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms we will have the option to redeem the debt securities rather than pay the additional amounts;
|
•
|
any conversion or exchange provisions; and
|
•
|
any other specific terms of the debt securities not inconsistent with the applicable indenture.
|
•
|
any debt securities of that series for a period of 15 days before the day of mailing of the relevant notice of redemption; or
|
•
|
any security selected for redemption, in whole or in part, except the unredeemed portion of any security being redeemed in part.
|
•
|
the person formed by or resulting from any such consolidation or merger, or which has received the transfer of all or substantially all of our property and assets, will assume the due and punctual performance and observance of all of the covenants and conditions to be performed or observed by us under the applicable indenture; and
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•
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we, such person or such successor person, as the case may be, immediately after such consolidation, merger, sale or transfer, will not be in default in the performance of any covenant or condition under the applicable indenture.
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•
|
we fail to pay interest on any debt securities of the series for a period of 30 days after payment is due;
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•
|
we fail to pay the principal of, or any premium on, any debt securities of that series when due;
|
•
|
we fail to comply with any other agreements contained in the debt securities of that series or the applicable indenture for 90 days after being given written notice from the trustee or after notice has been given to us and the trustee from the holders of at least 25% in principal amount of the outstanding debt securities of such series;
|
•
|
certain events involving our bankruptcy, insolvency or reorganization; and
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•
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we default under any mortgage, indenture or instrument related to any of our indebtedness (other than debt securities of the series) which default either: (i) is caused by a failure to pay when due any principal of such indebtedness the principal amount of which, together with the principal amount of any other such indebtedness under which there is a payment default, aggregates $50 million or more within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period, or (ii) results in such indebtedness aggregating $50 million or more becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such payment default is not cured or such acceleration is not rescinded or annulled within 10 days after written notice to us by the applicable trustee or to us and the applicable trustee by holders of at least 25% in aggregate principal amount of such series of debt securities then outstanding.
|
•
|
the holder gives the applicable trustee written notice of a continuing event of default;
|
•
|
the holders of at least 25% in aggregate principal amount of that series then outstanding make a written request to the trustee to pursue the remedy;
|
•
|
such holders offer to the trustee indemnity reasonably satisfactory to the trustee;
|
•
|
the trustee does not comply with the request within 60 days after receipt of the notice, request and offer of indemnity; and
|
•
|
during such reasonable time, the holders of a majority in principal amount of that series then outstanding do not give the trustee a direction inconsistent with the request.
|
•
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to transfer or pledge to the applicable trustee any property or assets as security for the debt securities of one or more series or add any guarantee in respect of the debt securities of one or more series;
|
•
|
to evidence the succession of another corporation to our company, or successive successions, and the assumptions by the successor corporation of our obligations under the applicable indenture with respect to any consolidation, merger or sale transaction related to that succession that is permitted under the applicable indenture;
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•
|
to add to our covenants contained in the applicable indenture for the benefit of the holders of the debt securities, or to surrender any right or power reserved to or conferred upon us in the applicable indenture;
|
•
|
to cure any ambiguity or to correct or supplement any defective or inconsistent provision contained in the applicable indenture or in any supplemental indenture, but only if that action does not adversely affect the interests of the holders of the debt securities;
|
•
|
to establish the form or terms of debt securities of any series as permitted by the applicable indenture;
|
•
|
to evidence the appointment of, and provide for the acceptance of appointment under the applicable indenture, of a successor trustee with respect to the debt securities of one or more series, and to add to or change any of the provisions of the applicable indenture to provide for or facilitate the administration of the trusts under the applicable indenture by more than one trustee;
|
•
|
to make any change necessary to comply with any requirement of the SEC in connection with the qualification of the indentures or any supplemental indenture under the Trust Indenture Act of 1939, which we refer to in this prospectus as the “Trust Indenture Act,” provided that such modification or amendment does not materially and adversely affect the interests of the holders of the debt securities;
|
•
|
to provide for uncertificated securities in addition to or in place of certificated securities; provided that the uncertificated securities are issued in registered form for certain Federal tax purposes;
|
•
|
to make such provisions with respect to matters or questions arising under the applicable indenture as may be necessary or desirable and not inconsistent with that indenture, but only if those other provisions do not adversely affect the interest of the holders of the debt securities; and
|
•
|
with respect to the subordinated indenture only, to make any change that would limit or terminate the rights of any holder of senior indebtedness under the subordination provisions (subject to any required approval of the holders of such senior indebtedness).
|
•
|
extend the fixed maturity of any debt security;
|
•
|
reduce the principal of or premium (if any) or rate of interest on any debt security or the principal amount due upon acceleration of maturity upon an event of default;
|
•
|
extend the time of payment of interest on any debt security;
|
•
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make any debt security payable in money other than that stated in that debt security;
|
•
|
change the time at which any debt security may or must be redeemed;
|
•
|
reduce the amount of the principal of an original issue discount debt security that would be due and payable upon an acceleration of the maturity thereof under Section 7.01 of the applicable indenture or the amount thereof provable in bankruptcy under Section 7.02 of the applicable indenture;
|
•
|
impair or affect the right to enforce any payment after the stated maturity or redemption date of the applicable debt security;
|
•
|
waive a default or event of default regarding any payment on the applicable debt securities or, if the applicable debt securities provide therefor, waive any right of repayment at the option of the holder of those debt securities;
|
•
|
reduce the percentage of holders of outstanding debt securities of any series required to consent to any modification, amendment or waiver under the indenture; or
|
•
|
with respect to the subordinated indenture only, make any change to the subordination provisions that adversely affects the rights of any holder.
|
•
|
our obligations described under “— Additional Terms Applicable to Senior Debt Securities — Covenants in the Senior Indenture” with respect to any series of senior debt securities;
|
•
|
the requirements described under “— Limitation on Consolidation, Merger and Certain Sales or Transfers of Assets” with respect to additional liens relating to outstanding senior debt securities of a series; and
|
•
|
any other restrictive covenants applicable to outstanding debt securities of a series to the extent described in a prospectus supplement,
|
•
|
we redeem (if permitted by the terms of the outstanding senior debt securities), at the principal amount thereof together with accrued interest to the date fixed for redemption, such outstanding senior debt securities in an aggregate principal amount equal to such net proceeds;
|
•
|
we repay or a Restricted Subsidiary repays other Funded Debt (as defined below) in an aggregate principal amount equal to such net proceeds;
|
•
|
we deliver to the trustee, for cancellation, outstanding senior debt securities uncancelled and in transferable form, in an aggregate principal amount equal to such net proceeds; or
|
•
|
we apply such net proceeds to the purchase of properties, facilities or equipment to be used for general operating purposes.
|
•
|
any of our indebtedness, whether outstanding on the issue date of the subordinated debt securities of a series or incurred later; and
|
•
|
accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to us to the extent post-filing interest is allowed in such proceeding) in respect of (a) our indebtedness for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which we are responsible or liable;
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•
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any of our obligations to our subsidiaries;
|
•
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any liability for Federal, state, local or other taxes owed or owing by us;
|
•
|
any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);
|
•
|
any of our indebtedness (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other of our indebtedness or other obligations; or
|
•
|
the subordinated debt securities.
|
•
|
any senior indebtedness is not paid in full in cash when due; or
|
•
|
the maturity of any senior indebtedness is accelerated as a result of a default, unless the default has been cured or waived and the acceleration has been rescinded or that senior indebtedness has been paid in full in cash.
|
•
|
the holders of senior indebtedness will be entitled to receive payment in full in cash of the senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment; and
|
•
|
until the senior indebtedness is paid in full in cash, any payment or distribution to which holders of subordinated debt securities would be entitled but for the subordination provisions of the subordinated indenture will be made to holders of the senior indebtedness (except that holders of subordinated debt securities may receive certain capital stock and subordinated debt securities). (Section 14.02 of the Subordinated Indenture)
|
•
|
the title of the series and the number of shares in the series;
|
•
|
the price at which the preferred stock will be offered;
|
•
|
the dividend rate or rates or method of calculating the rates, the dates on which the dividends will be payable, whether or not dividends will be cumulative or non-cumulative and, if cumulative, the dates from which dividends on the preferred stock being offered will cumulate;
|
•
|
the voting rights, if any, of the holders of shares of the preferred stock being offered;
|
•
|
the provisions for a sinking fund, if any, and the provisions for redemption, if applicable, of the preferred stock being offered;
|
•
|
the liquidation preference per share;
|
•
|
the terms and conditions, if applicable, upon which the preferred stock being offered will be convertible into our common stock, including the conversion price, or the manner of calculating the conversion price, and the conversion period;
|
•
|
the terms and conditions, if applicable, upon which the preferred stock being offered will be exchangeable for debt securities, including the exchange price, or the manner of calculating the exchange price, and the exchange period;
|
•
|
any listing of the preferred stock being offered on any securities exchange;
|
•
|
whether interests in the shares of the series will be represented by depositary shares;
|
•
|
a discussion of any material Federal income tax considerations applicable to the preferred stock being offered;
|
•
|
the relative ranking and preferences of the preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs;
|
•
|
any limitations on the issuance of any class or series of preferred stock ranking senior or equal to the series of preferred stock being offered as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs; and
|
•
|
any additional rights, preferences, qualifications, limitations and restrictions of the series.
|
•
|
specified in the notice of the annual meeting given by, or at the direction of, our Board of Directors;
|
•
|
brought before the meeting by, or at the direction of, our Board of Directors;
|
•
|
brought before the meeting by a stockholder who has given our Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting, where such stockholder is a stockholder of record on the date the notice is delivered to our Secretary, is entitled to vote at the meeting on such business and complies with the advance notice procedure of our Amended and Restated By-Laws; or
|
•
|
included in our proxy statement for any annual meeting of shareholders, in the case of shareholder nominees for election to the Board of Directors, pursuant and in compliance with the procedures for shareholder nominations in our Amended and Restated By-Laws.
|
•
|
the close of business on the date 90 days prior to the date of the annual meeting; or
|
•
|
the close of business on the tenth day following the date that the annual meeting date is first publicly announced or disclosed.
|
•
|
whether the stockholder is providing the notice at the request of a beneficial holder of shares, whether the stockholder, any such beneficial holder or any nominee has any agreement, arrangement or understanding with, or has received any financial assistance, funding or other consideration from any other person with respect to the investment by the stockholder or such beneficial holder of our stock or the matter the notice relates to, and the details thereof, including the name of such other person (the stockholder, any beneficial holder on whose behalf the notice is being delivered, any nominees listed in the notice and any persons with whom such agreement, arrangement or understanding exists or from whom such assistance has been obtained are referred to as “Interested Persons”);
|
•
|
the name and address of all Interested Persons;
|
•
|
a complete description of all of our or our subsidiaries’ equity securities and debt instruments, whether held in the form of loans or capital market instruments, beneficially owned by all Interested Persons;
|
•
|
whether and the extent to which any hedging, derivative or other transaction is in place or has been entered into within the six months preceding the date of delivery of the notice by or for the benefit of any Interested Person with respect to us or our subsidiaries, or any of our or our subsidiaries’ respective securities, debt instruments or credit ratings, the effect or intent of which transaction is to give rise to gain or loss as a result of changes in the trading price of such securities or debt instruments or changes in our or our subsidiaries’ credit ratings or any of our or our subsidiaries’ respective securities or debt instruments (or, more generally, changes in our or our subsidiaries’ perceived creditworthiness), or to increase or decrease the voting power of such Interested Person, and if so, a summary of the material terms thereof; and
|
•
|
a representation that the stockholder is a holder of record of our stock that would be entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the matter set forth in the notice.
|
•
|
the information regarding each nominee required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the SEC;
|
•
|
each nominee’s signed consent to serve as a director if elected; and
|
•
|
information as to whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K.
|
•
|
the text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by stockholders; and
|
•
|
a brief written statement of the reasons the stockholder favors the proposal.
|
•
|
the corporation has elected in its certificate of incorporation not to be governed by Section 203;
|
•
|
either the business combination or the proposed acquisition of stock resulting in the person becoming an interested stockholder was approved by the corporation’s board of directors before the other party to the business combination became an interested stockholder;
|
•
|
upon consummation of the transaction that made such person an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by officers who are also directors or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or
|
•
|
the business combination was approved by the corporation’s board of directors and also was authorized by two-thirds of the voting stock that the interested stockholder did not own.
|
•
|
all outstanding depositary shares have been redeemed;
|
•
|
each share of preferred stock has been converted into or exchanged for common stock; or
|
•
|
there has been a final distribution relating to the preferred stock in connection with our dissolution, and that distribution has been made to all the holders of depositary shares.
|
•
|
to or through underwriters, brokers or dealers;
|
•
|
directly to one or more other purchasers;
|
•
|
through agents; or
|
•
|
through any other means described in a prospectus supplement.
|
•
|
the purchase price of the securities and the proceeds we will receive from the sale of the securities;
|
•
|
any underwriting discounts and other items constituting underwriters’ compensation;
|
•
|
any initial public offering or purchase price and any discounts, commissions or concessions allowed or re-allowed or paid to dealers;
|
•
|
any commissions allowed or paid to agents;
|
•
|
any securities exchanges on which the securities may be listed; and
|
•
|
any other information we believe is important.
|
•
|
at a fixed price or prices, which may be changed;
|
•
|
at market prices prevailing at the time of sale;
|
•
|
at prices related to such prevailing market prices;
|
•
|
at varying prices determined at the time of sale; or
|
•
|
at negotiated prices.
|
•
|
commercial and savings banks;
|
•
|
insurance companies;
|
•
|
pension funds;
|
•
|
investment companies; and
|
•
|
educational and charitable institutions.
|
•
|
over-allotment transactions involve sales in excess of the offering size, which create a short position for the underwriters;
|
•
|
stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum;
|
•
|
covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions; and
|
•
|
penalty bids permit the underwriters to reclaim a selling concession from a broker-dealer when the securities originally sold by that broker-dealer are repurchased in a covering transaction to cover short positions.
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