Raytheon launches exchange, consent bid for $9.2 billion of notes issued by three subsidiaries

By Wendy Van Sickle

Columbus, Ohio, May 11 – Raytheon Technologies began private exchange offers and related consent solicitations for several series of notes totaling about $9.2 billion in principal amount issued by its Raytheon Co., Goodrich Corp. and Rockwell Collins Inc. subsidiaries, according to a news release.

For each series of notes, the company is offering per $1,000 of existing notes tendered for exchange by the early deadline, 5 p.m. ET on May 22, $1,000 principal amount of new notes issued by Raytheon Technologies and $1 in cash.

Noteholders who tender their notes for exchange after the early deadline will be eligible to receive $970 of new notes issued by Raytheon Technologies per $1,000 principal amount of existing notes.

In each case, the new notes will have the same interest payment and maturity dates, interest rate and redemption provisions as the existing notes.

Holders will also receive accrued interest.

The offer will expire at 11:59 p.m. ET on June 8.

Tenders may be withdrawn until 5 p.m. ET on May 22.

The following Goodrich Corp. notes are covered by the offer:

• The $4 million of 8.65% notes due 2025 (Cusip: 3823QAB2);

• The $5 million of 8.61% notes due 2025 (Cusip: 3823QAE6);

• The $1 million of 8.62% notes due 2025 (Cusip: 3823QAC0);

• The $5 million of 8.65% notes due 2025 (Cusip: 3823QAA4);

• The $4 million of 8.61% notes due 2025 (Cusip: 3823QAD8);

• The $20 million of 7¾% notes due 2025 (Cusip: 3823QAF3);

• The $20 million of 7.298% notes due 2025 (Cusip: 3823QAG1);

• The $20 million of 7.28% notes due 2025 (Cusip: 3823QAH9);

• The $20 million of 7½% notes due 2026 (Cusip: 3823QAJ5);

• The $140,628,000 of 7.1% notes due 2027 (Cusip: 3823QAL0);

• The $134.36 million of 6.8% notes due 2036 (Cusip: 3823QAU0);

• The $159,149,000 of 7% notes due 2038 (Cusip: 3823QAL0); and

• The $20 million of 7 3/8% notes due 2046 (Cusip: 3823QAK2).

The following Raytheon Co. notes are covered by the offer:

• The $1.1 billion of 2.5% notes due 2022 (Cusip: 755111BX8);

• The $300 million of 3.15% notes due 2024 (Cusip: 755111BY6);

• The $381.67 million of 7.2% notes due 2027 (Cusip: 755111AF8);

• The $185,175,000 of 7% notes due 2028 (Cusip: 755111AP6);

• The $600 million of 4.875% notes due 2040 (Cusip: 755111BU4);

• The $425 million of 4.7% notes due 2041 (Cusip: 755111BW0); and

• The $300 million of 4.2% notes due 2044 (Cusip: 755111BZ3).

The following Rockwell Collins notes are covered by the offer:

• The $250 million of 3.1% notes due 2021 (Cusip: 774341AC5);

• The $1.1 billion of 2.8% notes due 2022 (Cusip: 774341AH4);

• The $400 million of 3.7% notes due 2023 (Cusip: 774341AE1);

• The $950 million of 3.2% notes due 2024 (Cusip: 774341AJ0);

• The $1.3 billion of 3.5% notes due 2027 (Cusip: 774341AK7);

• The $400 million 4.8% notes due 2043 (Cusip: 774341AF8); and

• The $1 billion of 4.35% notes due 2057 (Cusip: 774341AL5).

Settlement is expected on 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.

In the consent solicitations, Raytheon is 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.

With respect to the subsidiary notes that have a redemption provision, Raytheon Technologies is also seeking to reduce to 15 days the minimum period for notice of redemption.

Consents of the holders of at least a majority in principal amount of the Goodrich notes, voting as a single class, must be obtained for the amendments to those notes and their indenture to be effective.

Consents of the holders of at least a majority in principal amount of the Raytheon notes, voting as a single class, must be obtained for the amendments to those notes and their indenture to be effective.

Consents of the holders at least a majority in principal amount of each series of Rockwell notes must be obtained for the amendments to be effective to the relevant series and the applicable indenture.

Holders who tender their notes will be deemed to have delivered consents to the proposed amendments. Holders will not be permitted to tender their notes without delivering consents or to deliver consents without tendering their notes.

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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