Item 8.01 Other Events.
On November 25, 2020, L3Harris Technologies, Inc. (“L3Harris”) closed its issuance and sale of $650 million aggregate principal amount of 1.800% Notes due 2031 (the “Notes”).
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-233827) filed with the Securities and Exchange Commission (“SEC”) on September 18, 2019 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus, dated September 18, 2019, and a related Prospectus Supplement, dated November 10, 2020, which relate to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of November 10, 2020, with Barclays Capital Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on behalf of themselves and the several underwriters named therein, which was filed as an exhibit to L3Harris’ Current Report on Form 8-K filed with the SEC on November 12, 2020.
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.
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 1.800% Global Note due 2031; and
b.Opinion of Holland & Knight LLP as to the validity of the Notes.
L3Harris will use the net proceeds from the sale of the Notes, together with cash on hand, to fund the redemption in full of all of the $650 million aggregate principal amount of its 4.950% Senior Notes due February 15, 2021 (approximately $501 million of which was issued by it and approximately $149 million of which was issued by its subsidiary, L3 Technologies, Inc.) and to pay accrued interest, fees and expenses associated with such redemption, and for general corporate purposes.