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expiration date for the Any and All Offer, the aggregate principal amount of the 4 ½% Notes validly tendered and not withdrawn in the Any and All Offer was $122,318,000, representing approximately 49% of the $250,000,000 aggregate principal amount of 4 ½% Notes outstanding. All of the 4 ½% Notes that were validly tendered and not withdrawn have been accepted for payment by Textron, with settlement expected to occur today.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.