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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): March 31, 2020
L3HARRIS TECHNOLOGIES, INC.
 
 
 
 
(Exact name of registrant as specified in its charter)
Delaware
 
1-3863
 
34-0276860
 
 
 
 
 
(State or other jurisdiction
 of incorporation)
 
(Commission
 File Number)
 
(I.R.S. Employer
 Identification No.)
1025 West NASA Boulevard
 
 
Melbourne,
Florida
 
 
32919
(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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $1.00 per share
 
LHX
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
 
 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 March 31, 2020, L3Harris Technologies, Inc. (“L3Harris”) issued a press release announcing that it has commenced offers to eligible holders to exchange any and all outstanding 4.950% Senior Notes due 2021, 3.850% Senior Notes due 2023, 3.950% Senior Notes due 2024, 3.850% Senior Notes due 2026 and 4.400% Senior Notes due 2028 issued by L3Harris for an equal principal amount of new notes registered under the Securities Act of 1933, as amended, upon the terms and subject to the conditions set forth in the prospectus, dated March 31, 2020, related to such exchange offers and the accompanying letter of transmittal. As indicated in the press release, the exchange is being undertaken to satisfy L3Harris’ obligations under the registration rights agreement entered into as part of the issuance and sale of those outstanding notes, which occurred in exchange for notes previously issued by L3 Technologies, Inc. (“L3”) in connection with the combination of L3 and Harris Corporation.

 A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibit is filed herewith:
Exhibit
Number
Description                                                                                                                              
99.1
104
Cover Page Interactive Data File formatted in Inline XBRL

1

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: March 31, 2020
 
Title:
Senior Vice President and Chief Financial Officer
 


2
EXCHANGEOFFERSRELEASE_IMAGE1.GIF
News Release

Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact Information:
Jim Burke
Media Relations    
Jim.Burke@L3Harris.com
321-727-9131
    


L3Harris Technologies Commences Note Exchange Offers


MELBOURNE, Fla., Mar. 31, 2020 — L3Harris Technologies (NYSE:LHX) has commenced offers to eligible holders to exchange (each an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes issued by L3Harris as set forth in the table below (the “Original Notes”), which were previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of new notes registered under the Securities Act (the “Exchange Notes”).

The Exchange Notes are being offered to satisfy L3Harris’ obligations under the registration rights agreement entered into as part of the issuance and sale of the Original Notes, which occurred in exchange for notes previously issued by L3 Technologies in connection with the merger of L3 and Harris Corporation.

The terms of the Exchange Notes to be issued in the Exchange Offers are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes will be registered under the Securities Act and the transfer restrictions, registration rights and related additional interest provisions applicable to the Original Notes will not apply to the Exchange Notes. Each series of Exchange Notes will be part of the same corresponding series of the Original Notes and will be issued under the same base indenture.

The following table sets forth the aggregate principal amount outstanding and maturity date of each series of Original Notes. The Exchange Offers consist of an offer to exchange up to the entire aggregate principal amount outstanding of each series of Original Notes for an equal principal amount of the corresponding series of Exchange Notes.



Title of Series/ CUSIP Number of Original Notes
Maturity Date
Aggregate Principal Amount Outstanding
4.950% Senior Notes due 2021 / 502431 AA7 (144A)/
U5465R AA2 (REG S)
February 15, 2021
$500,875,000
3.850% Senior Notes due 2023 / 502431 AB5 (144A)/
U5465R AB0 (REG S)
June 15, 2023
$740,871,000
3.950% Senior Notes due 2024 / 502431 AC3 (144A)/
U5465R AC8 (REG S)
May 28, 2024
$326,529,000
3.850% Senior Notes due 2026 / 502431 AD1 (144A)/
U5465R AD6 (REG S)
December 15, 2026
$534,777,000
4.400% Senior Notes due 2028 / 502431 AE9 (144A)/
U5465R AE4 (REG S)
June 15, 2028
$917,994,000

L3Harris will accept for exchange any and all Original Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on May 1, 2020 (as the same may be extended by L3Harris with respect to one or more series of Original Notes, the “Expiration Date”). Prior to the Expiration Date, tenders of Original Notes may be withdrawn according to the procedures described in the Prospectus (as defined below) and related letter of transmittal. The settlement date will be promptly after the Expiration Date and is expected to be within three business days after the Expiration Date.

The complete terms and conditions of the Exchange Offers, including instructions regarding procedures for tendering Original Notes, are described in the prospectus filed by L3Harris with the Securities and Exchange Commission on March 31, 2020 (as the same may be amended or supplemented, the “Prospectus”) and related letter of transmittal, copies of which may be obtained by contacting The Bank of New York Mellon Trust Company, N.A., the exchange agent in connection with the Exchange Offer, at (315) 414-3362.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers are being made solely pursuant to the terms and conditions of the


Prospectus and the related letter of transmittal, and only to such persons and in such jurisdictions as is permitted under applicable law.

About L3Harris Technologies
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 50,000 employees, with customers in 130 countries. L3Harris.com.

Forward-Looking Statements
This press release may contain forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Other factors that may impact the company’s forward-looking statements may be disclosed in the company’s filings with the SEC. L3Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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