8-KThe WireRoutine
Company Update
Filed Mar 14, 2024 · 2y ago · Accession 0001104659-24-034532
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission
(“SEC”) on February 28, 2023 (the “Registration Statement”). In connection with the issuance and sale of
the Notes, L3Harris filed a Prospectus Supplement, dated March 11, 2024, to the Prospectus, dated February 28, 2023 (collectively,
the “Prospectus”), which relates to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated
as of March 11, 2024, with BofA Securities, Inc. and J.P. Morgan Securities LLC, on behalf of themselves and the several underwriters
named therein (the “Underwriting Agreement”). The foregoing description is qualified by reference to the Underwriting Agreement,
a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Any representations and warranties made in
the Underwriting Agreement were made solely as of the dates specified in the Underwriting Agreement, subject to the qualifications and
limitations agreed to by the parties, and only to the other express parties to the Underwriting Agreement. No other person may rely on
such representations and warranties.
The Notes were issued pursuant to an Indenture, dated as of September 3,
2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor
to The Bank of New York, as trustee. Further information concerning the Notes and related matters is set forth in the Prospectus.
On March 14, 2024, L3Harris used the net proceeds from the sale of
Notes to repay indebtedness outstanding under L3Harris’ $2.25 billon, three-year senior unsecured term loan facility (“Term
Loan 2025”) and to pay accrued interest, fees and expenses associated with repayment of the Term Loan 2025. Certain of the underwriters
are lenders under the Term Loan 2025.
The following documents relating to the sale of the Notes are filed
as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:
a.
Form of 5.050% Global Note due 2029;
b.
Form of 5.250% Global Note due 2031;
c.
Form of 5.350% Global Note due 2034; and
d.
Opinion of Holland & Knight LLP as to the validity of the Notes.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
The
following exhibits are filed herewith:
Exhibit
Number
Description
1.1
Underwriting Agreement, dated March 11, 2024, among L3Harris Technologies, Inc. and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
4.1
Form of 5.050% Global Note due 2029.
4.2
Form of 5.250% Global Note due 2031.
4.3
Form of 5.350% Global Note due 2034.
5.1
Opinion of Holland & Knight LLP.
23.1
Consent of Holland & Knight LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data File formatted in Inline XBRL.
2
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/ Scott T. Mikuen
Name:
Scott
T. Mikuen
Date: March 14, 2024
Title:
Senior Vice President, General Counsel and Secretary
3
Filing details
- Ticker
- LHX
- CIK
- 202058
- Form type
- 8-K
- Filing date
- Mar 14, 2024
- Report date
- Mar 11, 2024
- Document
- tm248668d1_8k.htm
- Size
- 683 KB