UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2019
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (321 ) 727-9100
No change |
(Former name or former address, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act: | ||||
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Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 8.01 Other Events.
On November 27, 2019, L3Harris Technologies, Inc. (“L3Harris”) closed its issuance and sale of $400,000,000 aggregate principal amount of its 2.900% Notes due 2029 (the “Notes”).
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-233827) filed with the Securities and Exchange Commission (“SEC”) on September 18, 2019 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus, dated September 18, 2019, and a related Prospectus Supplement, dated November 13, 2019, which relate to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of November 13, 2019, with BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, on behalf of themselves and the several underwriters named therein, which was filed as an exhibit to L3Harris’ Current Report on Form 8-K filed with the SEC on November 14, 2019.
The Notes were issued pursuant to an Indenture, dated as of September 3, 2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee.
The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
• | Form of 2.900% Global Note due 2029; and |
• | Opinion of Holland & Knight LLP as to the validity of the Notes. |
L3Harris will use the net proceeds from the sale of the Notes for general corporate purposes, which will include, together with cash on hand, funding the redemption in full of all $400 million aggregate principal amount of its 2.700% notes due April 2020 and paying accrued interest, fees and expenses associated with such redemption.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit Number | Description |
4.1 | |
5.1 | |
23.1 | |
104 | Cover Page Interactive Data File formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
L3HARRIS TECHNOLOGIES, INC. | ||||||
By: | /s/ Jesus Malave Jr. | |||||
Name: | Jesus Malave Jr. | |||||
Date: November 27, 2019 | Title: | Senior Vice President and Chief Financial Officer | ||||
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