8-KOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Corporate Update (May 5, 2020)

Filed May 5, 2020For Securities:LHX

Summary

L3Harris Technologies (LHX) filed an 8-K on May 5, 2020, to announce the successful completion of its offers to exchange outstanding senior notes. These exchange offers were undertaken to satisfy registration rights obligations stemming from the initial issuance of these notes, which were themselves part of the financing related to the L3 and Harris Corporation combination. The company offered to exchange existing notes for new, registered notes of equal principal amount. The key takeaway for investors is that L3Harris has effectively addressed its debt registration requirements. This move is a procedural step to ensure compliance with securities laws regarding the previously issued debt. The exchange was completed based on the terms outlined in the prospectus dated March 31, 2020. No new debt was issued, nor was the principal amount altered; the primary purpose was to move from unregistered to registered notes.

Key Highlights

  • 1L3Harris announced the expiration, final results, and settlement of its offers to exchange outstanding senior notes.
  • 2The exchange involved five series of senior notes maturing between 2021 and 2028.
  • 3New notes registered under the Securities Act of 1933 were issued in exchange for the existing notes.
  • 4The primary purpose of the exchange was to fulfill L3Harris' obligations under a registration rights agreement.
  • 5This registration rights agreement was a condition of the original issuance of the notes, which were related to the L3 and Harris Corporation merger financing.
  • 6The exchange was undertaken on a principal amount for principal amount basis, meaning no change in debt principal.
  • 7The press release announcing these results is attached as an exhibit to the filing.

Frequently Asked Questions

The main purpose was to satisfy L3Harris' obligations under a registration rights agreement. This agreement required the company to register the previously issued notes under the Securities Act of 1933, moving them from unregistered to registered status.

No, L3Harris did not issue new debt in terms of principal amount. The exchange was on a principal amount for principal amount basis, meaning existing notes were swapped for an equal principal amount of new, registered notes.

The exchange involved five series of L3Harris' senior notes: the 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.

The original issuance of the notes being exchanged was part of the financing associated with the combination of L3 Technologies, Inc. and Harris Corporation. The exchange is a subsequent step to ensure compliance with securities regulations for that debt.