Published: September 22, 2009
Announcement of Results of Any and All Tender Offer by Textron Inc.
PROVIDENCE, R.I. - (BUSINESS WIRE) - Today, Textron Inc. (NYSE: TXT) ("Textron" ) announced the final
results of its offer (the "Any and All Offer" ) to purchase
any and all of its outstanding 4 ½% Notes (the "4 ½% Notes" ) due
August 1, 2010 (CUSIP number 883203BJ9). As of 5:00 p.m. New York City
time on September 21, 2009, the expiration date for the Any and All
Offer, the aggregate principal amount of the 4 ½% Notes validly tendered
and not withdrawn in the Any and All Offer was $122,318,000,
representing approximately 49% of the $250,000,000 aggregate principal
amount of 4 ½% Notes outstanding. All of the 4 ½% Notes that were
validly tendered and not withdrawn have been accepted for payment by
Textron, with settlement expected to occur today. The holders of the 4
½% Notes that were accepted for purchase will be entitled to receive the
tender offer consideration of $1,017.50 per $1,000 principal amount of 4
½% Notes, plus accrued and unpaid interest from and including the last
interest payment date (August 1, 2009) to, but not including, the
settlement date.
The Any and All Offer was made pursuant to an Offer to Purchase (the "Offer
to Purchase" ) and the related Letter of Transmittal, each dated
September 14, 2009, which set forth a complete description of the terms
of the Any and All Offer.
Also described in the Offer to Purchase is an offer by Textron to
purchase up to $150,000,000 aggregate principal amount of its
outstanding 6.500% Notes due June 1, 2012 (CUSIP Number 883203BH3) (the "6.5%
Textron Securities" ), as well as two offers being made by Textron
Financial Corporation ("TFC" and, together with Textron, the "Issuers" ),
Textron's wholly-owned subsidiary, to purchase up to the Maximum
Principal Amount to be Accepted of its outstanding 5.125% Medium-Term
Notes, Series E (CUSIP Number 88319QJ20) (the "MTO Level 1 Securities" )
and its outstanding 4.60% Medium-Term Notes, Series E (CUSIP Number
88319QH22) (the "MTO Level 2 Securities" ) (such offers are
referred to as the "Maximum Tender Offers" ) and one offer being
made by TFC to purchase up to $150,000,000 aggregate principal amount of
its outstanding 6% Notes due 2009 (CUSIP Number 883199AQ4). The
Maximum Principal Amount to be Accepted, in the case of TFC's offer for
its MTO Level 1 Securities, will be equal to the difference between
$500,000,000 (the "MTO Tender Cap" ) and the sum of the aggregate
principal amount of (a) the 4 ½ % Notes validly tendered and accepted
for purchase in the Any and All Offer, which is $122,318,000, and (b)
the 6.5% Textron Securities validly tendered and accepted for purchase.
The Maximum Principal Amount to be Accepted, in the case of TFC's offer
for its MTO Level 2 Securities, will be equal to the difference between
the MTO Tender Cap and the sum of (x) the aggregate principal amount of
4 ½% Notes, which is $122,318,000, and 6.5% Textron Securities which are
validly tendered and accepted for purchase by Textron in the Textron
offers and (y) the aggregate principal amount of MTO Level 1 Securities
validly tendered and accepted for purchase by TFC.
J.P. Morgan Securities Inc., Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc. and UBS Securities LLC are the dealer managers for
the offers. Global Bondholder Services Corporation is acting as the
Depositary and Information Agent.
For additional information regarding the terms of the offers please
contact: J.P. Morgan Securities Inc. at (866) 834-4666 (toll free) or
(212) 834-3424 (collect) or Deutsche Bank Securities Inc. at (866)
627-0391 (toll free) or (212) 250-2955 (collect). Requests for documents
and questions regarding the tendering of securities may be directed to
Global Bondholder Services Corporation at (866) 952-2200 (toll free) or
(212) 430-3774 (collect).
The obligation of the Issuers to accept any securities tendered and to
pay the applicable consideration for them is set forth solely in the
Offer to Purchase and related Letter of Transmittal. This press release
is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell the securities. The offers to
purchase the securities are only being made pursuant to the offer
documents, including the Offer to Purchase that the Issuers are
distributing to holders of securities. The offers are not being made to
holders of securities in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
About Textron Inc.
Textron is a multi-industry company that leverages its global network of
aircraft, defense, industrial and finance businesses to provide
customers with innovative solutions and services. Textron is known
around the world for its powerful brands such as Bell Helicopter, Cessna
Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee and
Textron Systems. More information is available at www.textron.com.
About Textron Financial Corporation
Textron Financial Corporation (TFC) is a diversified commercial finance
company that provides financing programs for products manufactured by
its parent company, Textron Inc. www.textron.com.
Current specialties include Aviation Finance and Golf Equipment Finance.
The company also manages a portfolio of receivables which it previously
originated in various businesses, including Asset-Based Lending,
Distribution Finance, Golf Mortgage Finance, Resort Finance and
Structured Capital. More information is available at www.textronfinancial.com.
Forward-looking Information
This press release may include forward-looking statements of the
Issuers. These forward-looking statements are not statements of
historical fact but rather reflect the Issuers current expectations,
estimates and predictions about future results and events. These
statements may use words such as "should," "likely," "target,"
"anticipate," "believe," "estimate," "expect," "intend," "predict,"
"project" and similar expressions as they relate to either of the
Issuers or their management. When either of the Issuers makes
forward-looking statements, they are based on its management's beliefs
and assumptions, using information currently available to such Issuer.
These forward-looking statements are subject to risks, uncertainties and
assumptions, including, but not limited to, the risks, uncertainties and
assumptions discussed in the respective Issuer's most recent Annual
Report on Form 10-K, any Quarterly Reports on Form 10-Q filed thereafter
and the documents incorporated by reference therein. The Issuers
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
developments or otherwise. If one or more of these or other risks or
uncertainties materialize, or if either Issuer's underlying assumptions
prove to be incorrect, actual results may vary materially from what such
Issuer projected. Any forward-looking statements of either Issuer you
read in this press release, reflect such Issuer's current views with
respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to such Issuer's operations,
results of operations, growth strategy and liquidity. All subsequent
written and oral forward-looking statements attributable to each Issuer
or individuals acting on such Issuer's behalf are expressly qualified in
their entirety by this section.
Investor Contacts:
Textron
Doug Wilburne, 401-457-2288
or
Textron
Bill
Pitts, 401-457-2288
or
Media Contacts:
Textron
Michael
Maynard, 401-457-2474
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