Raytheon gives early tender results, gets requisite consents to amend

Chicago, May 26 – Raytheon Technologies announced the early tender results and the receipt of requisite consents to amend the related indentures governing the outstanding notes of subsidiaries Raytheon Co., Goodrich Corp. and Rockwell Collins Inc., according to a news release.

As of the early tender deadline of 5 p.m. ET on May 22, Raytheon announced that at least $8,153,826,000 in aggregate principal amount, or 88.2%, had been validly tendered and not validly withdrawn in relation to its offer.

For each series of notes, the company is offering per $1,000 of existing notes tendered for exchange by the early deadline, $1,000 principal amount of new notes issued by Raytheon Technologies and $1 in cash.

Settlement is expected for June 10.

The new notes will be issued in denominations of $2,000, (or $1,000 for the 7% notes due 2028) and integral multiples of $1,000 in excess thereof.

As of the early tender deadline, the following principal amounts had been tendered on the following series of notes, accordingly.

For the following Goodrich notes:

• $1,245,000, or 31.13%, of the $4 million of 8.65% notes due 2025 (Cusip: 3823QAB2);

• $3 million, or 60%, of the $5 million of 8.61% notes due 2025 (Cusip: 3823QAE6);

• None of the $1 million of 8.62% notes due 2025 (Cusip: 3823QAC0);

• $5 million, or 100%, of the $5 million of 8.65% notes due 2025 (Cusip: 3823QAA4);

• $2 million, or 100%, of the $4 million of 8.61% notes due 2025 (Cusip: 3823QAD8);

• $20 million, or 100%, of the $20 million of 7¾% notes due 2025 (Cusip: 3823QAF3);

• $20 million, or 100%, of the $20 million of 7.298% notes due 2025 (Cusip: 3823QAG1);

• $16.52 million, or 82.6%, of the $20 million of 7.28% notes due 2025 (Cusip: 3823QAH9);

• $10 million, or 50%, of the $20 million of 7½% notes due 2026 (Cusip: 3823QAJ5);

• $128.85 million, or 91.62%, of the $140,628,000 of 7.1% notes due 2027 (Cusip: 3823QAL0);

• $127,989,000, or 95.26%, of the $134.36 million of 6.8% notes due 2036 (Cusip: 3823QAU0);

• $134,016,000, or 84.21%, of the $159,149,000 of 7% notes due 2038 (Cusip: 3823QAL0); and

• $10 million, or 50%, of the $20 million of 7 3/8% notes due 2046 (Cusip: 3823QAK2).

For the following Raytheon Co. notes:

• $901,919,000, or 81.99% of the $1.1 billion of 2.5% notes due 2022 (Cusip: 755111BX8);

• $242,748,000, or 80.92% of the $300 million 3.15% notes due 2024 (Cusip: 755111BY6);

• $318,706,000, or 83.5% of the $381,670,000 7.2% notes due 2027 (Cusip: 755111AF8);

• $163,535,000, or 88.31% of the $185,175,000 7% notes due 2028 (Cusip: 755111AP6);

• $533,564,000, or 88.93% of the $600,000,000 4.875% notes due 2040 (Cusip: 755111BU4);

• $406.52 million, or 95.65% of the $425 million 4.7% notes due 2041 (Cusip: 755111BW0); and

• $257,398,000, or 85.8% of the $300 million 4.2% notes due 2044 (Cusip: 755111BZ3).

For the following Rockwell Collins notes:

• $180.18 million, or 72.07%, of the $250 million of 3.1% notes due 2021 (Cusip: 774341AC5);

• $960,659,000, or 87.33%, of the $1.1 billion of 2.8% notes due 2022 (Cusip: 774341AH4);

• $356,792,000, or 89.2%, of the $400 million of 3.7% notes due 2023 (Cusip: 774341AE1);

• $867,483,000, or 91.31%, of the $950 million of 3.2% notes due 2024 (Cusip: 774341AJ0);

• $1,150,062,000, or 88.47%, of the $1.3 billion of 3.5% notes due 2027 (Cusip: 774341AK7);

• $379,626,000, or 94.91%, of the $400 million 4.8% notes due 2043 (Cusip: 774341AF8); and

• $956,014,000, or 95.6%, of the $1 billion of 4.35% notes due 2057 (Cusip: 774341AL5).

Consent solicitation

In the consent solicitations, Raytheon was seeking to amend the subsidiary notes and the subsidiary indentures to eliminate substantially all of the restrictive covenants and events of default other than payment-related events of default, and, only for the Rockwell notes, to eliminate the covenant relating to a change-of-control triggering event.

The supplemental indentures will also reduce to 15 days the minimum period for notice of redemption for each series of subsidiary notes subject to redemption.

Global Bondholder Services Corp. (866 470-3800 or 212 430-3774) is the information agent.

The defense and homeland security technology company is based in Waltham, Mass.

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