Exhibit 1.1
L3Harris
Technologies, Inc.
$750,000,000 5.050% Notes due 2029
$750,000,000 5.250% Notes due 2031
$750,000,000 5.350% Notes due 2034
UNDERWRITING AGREEMENT
March 11, 2024
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
As Representatives of the several Underwriters named in Schedule I
hereto,
Dear Sirs and Mesdames:
L3Harris Technologies, Inc., a Delaware corporation
(the “Company”), proposes to issue and sell to the Underwriters (the “Underwriters”) named in Schedule
I to this Underwriting Agreement (this “Agreement”) $750,000,000 aggregate principal amount of its 5.050% Notes due
2029 (the “2029 Notes”), $750,000,000 aggregate principal amount of its 5.250% Notes due 2031 (the “2031
Notes”) and $750,000,000 aggregate principal amount of its 5.350% Notes due 2034 (the “2034 Notes” and,
together with the 2029 Notes and the 2031 Notes, the “Securities”), each to be issued pursuant to the provisions of
an Indenture, dated as of September 3, 2003 (the “Indenture”), between the Company and The Bank of New York Mellon
Trust Company, N.A., as successor to The Bank of New York, as Trustee (the “Trustee”). To the extent there are no
additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you,
as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
The Company has filed with the Securities and
Exchange Commission (the “Commission”) a registration statement on Form S-3 (file number 333-270103), including
a related base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the
Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time
of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively,
the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Exchange Act”), is hereinafter referred to as the “Registration
Statement.”
Any preliminary prospectus supplement to the Base
Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Prospectus is called, together with
the Base Prospectus, a “preliminary prospectus.” The term “Prospectus” shall mean the final prospectus
supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after
the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”). Any
reference herein to the Registration Statement, the Base Prospectus, any preliminary prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act;
the terms “supplement” and “amendment” or “amend” as used in this Agreement
with respect to any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date
of such preliminary prospectus or Prospectus, as the case may be, under the Exchange Act, and incorporated by reference in such preliminary
prospectus or Prospectus, as the case may be; and the terms “supplement” and “amendment” or
“amend” as used in this Agreement with respect to the Registration Statement shall be deemed to refer to and include
any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date
of the Registration Statement that is incorporated by reference in the Registration Statement. All references in this Agreement to the
Registration Statement, a preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include
any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System.
The term “Disclosure Package”
shall mean (i) the Base Prospectus, including any preliminary prospectus supplement, as amended or supplemented, (ii) the issuer
free writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Schedule II hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly
agree in writing to treat as part of the Disclosure Package and (iv) the Final Term Sheet (as defined in Section 6(h)), attached
hereto as Exhibit A.
1.
Representations and Warranties. The Company represents and warrants to and agrees with each of the Underwriters that:
(a)
The Company meets the requirements for use of Form S-3 under the Securities Act, and, upon its filing with the Commission
under Rule 462(e) of the Securities Act, the Registration Statement became effective and any post-effective amendment thereto
also became effective upon filing under Rule 462(e); no stop order suspending the effectiveness of the Registration Statement
is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.
(b)
(i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus
and Disclosure Package complied or will comply when so filed in all material respects with the Exchange Act, (ii) the Registration
Statement, as of each effective date, did not contain and at the Closing Date (as defined in Section 4), as amended or supplemented,
if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply and, as amended
or supplemented, if applicable, will comply in all material respects with the Trust Indenture Act (as defined below) and the Securities
Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and at the
Closing Date, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration
Statement or the Prospectus based upon the Underwriter Information (as defined in Section 8(b) herein) or (B) that part
of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), of the Trustee.
(c)
As of 3:35 p.m. (Eastern time) on the date of this Agreement (the “Applicable Time”), (i) the Disclosure
Package and (ii) any electronic road show relating to the Securities, when taken together as a whole with the Disclosure Package,
did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.
(d)
Neither any Issuer Free Writing Prospectus nor the Final Term Sheet, as of its issue date and at all subsequent times through
the completion of the offering or until any earlier date that the Company notified or notifies you as described in the next sentence,
did, does and will include any information that conflicted, conflicts or will conflict with the information contained in the Registration
Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein that has not been superseded
or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement, any preliminary prospectus or the Prospectus, the Company has promptly notified or will promptly notify you and has promptly
amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with the Underwriter Information.
(e)
(i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the
purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time
the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities
Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at
the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was and is a “well-known
seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration
statement”, as defined in Rule 405 of the Securities Act, the Company has not received from the Commission any notice pursuant
to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company
has not otherwise ceased to be eligible to use the automatic shelf registration statement form.
(f)
(i) At the earliest time after the filing of the Registration Statement relating to the Securities that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) and (ii) as
of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and
is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission
pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an Ineligible Issuer.
(g)
The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’
distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than a preliminary
prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by you and included in Schedule II hereto or
the Registration Statement.
(h)
The Company (i) has been duly incorporated and is validly existing as a corporation in good standing or has active status
under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and to conduct
its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement,
the Indenture and the Securities and (iii) is duly qualified to transact business and is in good standing or has active status in
each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing or have active status would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole.
(i)
Each significant subsidiary, as defined in Rule 405 of Regulation C of the Commission, of the Company (i) has been duly
formed and is validly existing as an entity in good standing or has active status under the laws of its jurisdiction of organization,
(ii) has the corporate power and authority to own its property and to conduct its business as described in the Disclosure Package
and the Prospectus and to enter into and perform its obligations under this Agreement, the Indenture and the Securities and (iii) is
duly qualified to transact business and is in good standing or has active status in each jurisdiction in which the conduct of its business
or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in
good standing or have active status would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.
(j)
This Agreement has been duly authorized, executed and delivered by the Company.
(k)
The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the
Company, and is a valid and binding agreement of the Company, enforceable in accordance with its terms subject, as to enforcement, to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and remedies and to general equity principles (the “Bankruptcy Exceptions”).
(l)
The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will be valid and binding obligations
of the Company, enforceable in accordance with their terms, subject to the Bankruptcy Exceptions, and will be entitled to the benefits
of the Indenture.
(m)
This Agreement, the Indenture and the Securities conform in all material respects to the descriptions thereof contained in the
Registration Statement, Disclosure Package and the Prospectus.
(n)
The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement, the
Indenture and the Securities will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the
Company or any agreement or other instrument binding upon the Company or any of its subsidiaries (or cause a breach or event of default
thereunder) that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company or any of its subsidiaries, and no consent, approval, authorization or order
of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this
Agreement, the Indenture or the Securities, except such as may be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Securities.
(o)
There has not occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business or operations
of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure Package and the Prospectus (exclusive of
any amendments or supplements thereto subsequent to the date of this Agreement).
(p)
Other than as described in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending or,
to the knowledge of the Company, threatened in writing to which the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject, in each case, which the Company has reason to believe would have
a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform
its obligations under this Agreement, the Indenture or the Securities or to consummate the transactions contemplated by the Disclosure
Package and the Prospectus.
(q)
Any preliminary prospectus or Prospectus filed pursuant to Rule 424 under the Securities Act complied or will comply when
so filed in all material respects with the Securities Act.
(r)
The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Disclosure Package and the Prospectus will not be, required to register as an “investment company” as
such term is defined in the Investment Company Act of 1940, as amended.
(s)
The Company has not taken, directly or indirectly, any action intended, or which might reasonably be expected, to cause or result
in, or which has constituted, any unlawful stabilization or manipulation of the price of the Securities in violation of the Exchange
Act.
(t)
Each of the Company and its subsidiaries has good and marketable title in fee simple to all real property and good title to all
personal property owned by it, in each case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages
and defects, except such as would not reasonably be expected to materially and adversely affect the value of such property or interfere
with the use made or proposed to be made of such property by the Company; any real property or personal property held under lease
by the Company is held under a lease which is valid, binding and enforceable against the Company and, to the Company’s knowledge,
the other party thereto, except as may be limited by the Bankruptcy Exceptions, or exceptions that are not, individually or in the aggregate,
material to the Company and would not reasonably be expected to interfere with the use made or proposed to be made of such property by
the Company. For clarity, the term “personal property” as used in this Section 1(t) does not include any intellectual
property rights as defined in Section 1(u).
(u)
The Company and its subsidiaries own, possess, have a license or other right to, or can acquire on reasonable terms, adequate
trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual
property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, and have
not received any written notice of infringement of or conflict with asserted rights of others with respect to any intellectual property
rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material
adverse effect on the Company or its subsidiaries, taken as a whole.
(v)
The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of the environment or human health and safety as it relates to any hazardous or toxic substances
or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted and (iii) are
in compliance with all terms and conditions of any such permit, license or approval, except, in each case, where such noncompliance with
Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries,
taken as a whole.
(w)
There are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company, threatened
in writing against the Company or its subsidiaries, or any of their respective assets, and to the knowledge of the Company, its directors,
officers or employees, at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission,
board, body, arbitration panel, authority or agency, which has a reasonable probability of being determined adversely and the adverse
outcome of which could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and
its subsidiaries, taken as a whole.
(x)
The Company and its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) under
the Exchange Act) which are (i) designed to ensure that information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms and (ii) effective in all material respects to perform the functions for which they were
established.
(y)
Except as disclosed in the Disclosure Package and the Prospectus, Company maintains (i) effective “internal control
over financial reporting” as defined in Rule 13a-15(f) under the Exchange Act, and (ii) a system of internal accounting
controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general
or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with generally accepted accounting principles and to maintain asset accountability; (C) access to assets is permitted only
in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(z)
The Company and each of its subsidiaries are in compliance in all material respects with all presently applicable provisions of
the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder,
and the employee benefits provisions of the Internal Revenue Code of 1986 with which compliance is intended.
(aa)
The financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the preliminary
prospectus and the Prospectus present fairly, in all material respects, the financial position of the Company and its subsidiaries as
of the dates shown and their results of operations and cash flows for the periods shown and, except as otherwise disclosed in the preliminary
prospectus and the Prospectus, such financial statements have been prepared in all material respects in conformity with generally accepted
accounting principles in the United States applied on a consistent basis.
(bb)
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,
the Disclosure Package and the Prospectus has been prepared in all material respects in accordance with the Commission’s rules and
guidelines applicable thereto.
(cc)
Ernst & Young LLP, which has audited the consolidated financial statements of the Company and its subsidiaries and has
audited the Company’s internal control over financial reporting, is an independent registered public accounting firm with respect
to the Company and its subsidiaries as required by the Securities Act and the Exchange Act and the rules and regulations of the
Commission thereunder and the Public Company Accounting Oversight Board (United States).
(dd)
Except as disclosed in the Disclosure Package and the Prospectus, or in any document incorporated by reference therein, since
the end of the Company’s most recently audited fiscal year, there has been (i) no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
(ee)
The Company and its subsidiaries, and, to the knowledge of the Company, their respective directors, officers, agents, employees
and other persons associated with or acting on behalf of the Company and its subsidiaries (i) have conducted (other than as set
forth in the Registration Statement and the Prospectus) and will continue to conduct their business operations in compliance with the
U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the Bribery Act of 2010 of the
United Kingdom and any other applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”) and (ii) have
instituted and maintain policies and procedures designed to promote and which are reasonably expected to achieve compliance with the
Anti-Corruption Laws. The Company will not, directly or, to the knowledge of the Company, indirectly, use the proceeds of the offering
or lend, contribute or otherwise make available such proceeds to any of the Company’s subsidiaries, affiliates, joint venture partners
or other individual or entity for the purpose of financing or facilitating any activity that would violate the Anti-Corruption Laws.
(ff)
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance, in all material respects,
with all applicable financial record keeping and reporting requirements, including those of the Bank Secrecy Act, the USA PATRIOT Act
and the applicable anti-money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending, or to the knowledge of the Company, threatened.
(gg)
None of the Company, any of its subsidiaries, any director or officer of the Company or any of its subsidiaries, or any employee,
agent or affiliate of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is
owned or controlled by a Person that is, the target of any sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions
authority that prohibit or restrict transactions or dealings with designated Persons, countries or territories (collectively, the “Sanctions”),
nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of country-wide
or territory-wide comprehensive Sanctions; and the Company will not directly or, to the knowledge of the Company, indirectly, use
the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other Person to fund or finance any activities or business of or with any Person, or in any country or territory, that at the time
of such funding or financing is the target of asset-freeze or comprehensive Sanctions or in any other manner that will result in violation
by any Person (including any Person participating in the transaction whether as underwriter, advisor, investor or otherwise) of Sanctions.
(hh)
There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities
as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated
in connection therewith, including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(ii)
Except as otherwise disclosed in the preliminary prospectus and the Prospectus, (i) to the knowledge of the Company, there
has been no security breach or other compromise of or relating to any of the Company’s and its subsidiaries’ information
technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective
customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Company or its respective subsidiaries,
and any such data processed or stored by third parties on behalf of the Company or its respective subsidiaries), equipment or technology
(collectively, “IT Systems and Data”); (ii) neither the Company nor its subsidiaries have been notified of, and
each of them has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other
compromise to their IT Systems and Data; and (iii) to the knowledge of the Company, the Company and its subsidiaries are presently
in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or
governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems
and Data and to the commercially reasonable protection of such IT Systems and Data, from unauthorized use, access, misappropriation or
modification, except as would not reasonably be expected to, in the case of each of clauses (i) through (iii) above, have a
material adverse effect on the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries have implemented backup
and disaster recovery technology as the Company generally deems reasonably adequate for their business.
2.
Agreements to Sell and Purchase. The Company hereby agrees to sell to the Underwriters, and each Underwriter, upon the
basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and
not jointly, to purchase from the Company the respective aggregate principal amount of the 2029 Notes, the 2031 Notes and the 2034 Notes
set forth in Schedule I hereto opposite its name at 99.177% of their principal amount in the case of the 2029 Notes, 99.301% of their
principal amount in the case of the 2031 Notes and 99.220% of their principal amount in the case of the 2034 Notes, in each case, plus
accrued interest, if any, from March 13, 2024 to the date of payment and delivery.
The Company hereby agrees that, without the prior
written consent of BofA Securities, Inc. and J.P. Morgan Securities LLC, it will not during the period beginning on the date hereof
and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company
or warrants to purchase or otherwise acquire debt securities of the Company substantially similar to the Securities (other than (i) the
Securities and (ii) commercial paper issued in the ordinary course of business).
3.
Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their
respective portions of the Securities as soon after this Agreement has been entered into as in your judgment is advisable. The Company
is further advised by you that the Securities are to be offered to the public initially at 99.777% of their principal amount in the case
of the 2029 Notes, 99.926% of their principal amount in the case of the 2031 Notes and 99.870% of their principal amount in the case
of the 2034 Notes (the “Public Offering Price”), in each case, plus accrued interest, if any, from March 13,
2024 to the date of payment and delivery.
4.
Payment and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available
in New York City at 10:00 a.m., New York City time, on March 13, 2024, or at such other time on the same or such other date not
later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of
such payment are hereinafter referred to as the “Closing Date.”
Payment for the Securities shall be made against
delivery to you on the Closing Date for the respective accounts of the several Underwriters of the Securities registered in such names
and in such denominations as you shall request in writing not less than one full business day prior to the Closing Date, with any transfer
taxes payable in connection with the transfer of the Securities to the Underwriters duly paid.
5.
Conditions to the Underwriters’ Obligations. The obligations of the Company to sell the Securities to the Underwriters
and the several obligations of the Underwriters to purchase and pay for the Securities are subject to the following conditions:
(a)
Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i)
there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or
of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company or
any of the Company’s securities, or in the rating outlook for the Company, by any “nationally recognized statistical rating
organization,” as that term is defined in Section 3(a)(62) under the Exchange Act;
(ii)
there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise,
or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Disclosure
Package and the Prospectus, exclusive of any amendments or supplements thereto subsequent to the date of this Agreement, that, in your
judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to market, sell or deliver the Securities
on the terms and in the manner contemplated in the Disclosure Package and the Prospectus;
(iii)
the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the
Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company
shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B,
and such post-effective amendment shall have become effective; the Final Term Sheet, and any other material required to be filed
by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable
time periods prescribed for such filings under such Rule 433; and
(iv)
no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration
Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the
Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of
the automatic shelf registration statement form.
(b)
The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer
of the Company, to the effect set forth in Section 5(a)(i) and (iv) above and to the effect that the representations and
warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with
all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing
Date.
The officer signing and delivering such certificate
may rely upon his or her knowledge as to proceedings threatened.
(c)
The Underwriters shall have received on the Closing Date a customary opinion and negative assurance letter of Holland &
Knight LLP, outside counsel for the Company, dated the Closing Date, addressing such matters as the Underwriters may reasonably request,
and a customary opinion of Scott T. Mikuen, Senior Vice President, General Counsel and Secretary of the Company, to the effect set forth
in Exhibit B-1.
(d)
The Underwriters shall have received on the Closing Date such opinion or opinions and a negative assurance letter of Cravath,
Swaine & Moore LLP, counsel for the Underwriters, dated the Closing Date with respect to the issuance and sale of the Securities,
the Registration Statement, the Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably require.
(e)
The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from Ernst & Young LLP, independent
public accountants for the Company, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated
by reference into the Registration Statement, the Disclosure Package and the Prospectus; provided that the letter delivered
on the Closing Date shall use a “cut-off date” not earlier than the second business day preceding the Closing Date.
6.
Covenants of the Company. In further consideration of the agreements of the Underwriters herein contained, the Company
covenants with each Underwriter as follows:
(a)
To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding
the date of this Agreement and during the period mentioned in Section 6(c) below, as many copies of the Prospectus, any documents
incorporated therein by reference and any supplements and amendments thereto as you may reasonably request.
(b)
Prior to completion of the distribution of the Securities (as determined by the Underwriters), before amending or supplementing
the Registration Statement, the Disclosure Package or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement
and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
(c)
If, during such period after the first date of the public offering of the Securities, as in the opinion of counsel for the Underwriters,
the Disclosure Package or the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any
event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package or the Prospectus
in order to make the statements therein, in the light of the circumstances when the Disclosure Package or the Prospectus is delivered
to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Disclosure
Package or the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense,
to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been
sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Disclosure Package
or the Prospectus so that the statements in the Disclosure Package or the Prospectus as so amended or supplemented will not, in the light
of the circumstances when the Disclosure Package or the Prospectus is delivered to a purchaser, be misleading or so that the Disclosure
Package or the Prospectus, as amended or supplemented, will comply with law.
(d)
To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request; provided that the Company will not be required to (i) qualify as a foreign corporation or as a dealer
in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take any action
that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject.
(e)
To make generally available to the Company’s security holders and to you as soon as practicable an earnings statement covering
a period of at least twelve months beginning with the first full fiscal quarter of the Company occurring after the date of this Agreement
that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158).
(f)
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause
to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements
and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the
Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration
Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus and amendments and supplements to any of the
foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and
dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities
to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky
or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in
connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof,
including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification
and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by the rating agencies for the rating
of the Securities, (v) the cost of the preparation, issuance and delivery of the Securities, (vi) the costs and charges of
any trustee, transfer agent, registrar or depositary, (vii) the costs of any electronic road show and (viii) all other costs
and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this
Section. It is understood, however, that, except as provided in this Section, Section 8 entitled “Indemnity and Contribution,”
and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements
of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers
they may make.
(g)
The Company will cooperate with the Underwriters and use commercially reasonable efforts to permit the Securities to be eligible
for clearance and settlement through The Depository Trust Company.
(h)
The Company will prepare a final term sheet, containing only a description of the Securities, as applicable, in the form approved
by you and substantially in the form contained in Exhibit A, and will file such term sheet pursuant to Rule 433(d) under
the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).
(i)
The Company represents that it has not made, and agrees that, unless it obtains your prior written consent, it will not make,
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission
or retained by the Company under Rule 433 of the Securities Act; provided that your prior written consent hereto shall
be deemed to have been given in respect of the free writing prospectuses included in Schedule II hereto. Any such free writing prospectus
consented to by you is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it
has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has
complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any
Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(j)
Prior to the completion of the distribution of the Securities, the Company will advise the Representatives promptly of (i) the
receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration Statement, any preliminary
prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information with respect thereto, (ii) the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending
the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification
of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes,
(iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if
the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of the
Securities contemplated herein, to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement,
any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which
the Representatives shall reasonably object in writing.
(k)
The Company will use its reasonable best efforts, in cooperation with the Representatives, to qualify the Securities for sale
under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required
for the distribution.
(l)
The Company will apply the gross proceeds from the sale of the Securities substantially in the manner set forth under the caption
“Use of Proceeds” in the Disclosure Package and the Prospectus.
(m)
If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the
Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file,
if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a
form reasonably satisfactory to you. If the Company is no longer eligible to file an automatic shelf registration statement, the Company
will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities,
in a form reasonably satisfactory to you, and will use its commercially reasonable efforts to cause such registration statement to be
declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit
the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities.
References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration
statement, as the case may be.
(n)
If at any time when Securities remain unsold by the Underwriters, the Company receives from the Commission a notice pursuant to
Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will
(i) promptly notify you, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating
to the Securities, in a form reasonably satisfactory to you, (iii) use its commercially reasonable efforts to cause such registration
statement or post-effective amendment to be declared effective and (iv) promptly notify you of such effectiveness. The Company will
take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in
the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become
ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment,
as the case may be.
(o)
The Company agrees to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of
the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the
Securities Act.
7.
Covenant of the Underwriters. Each Underwriter hereby represents and agrees that it has not and will not prepare or use
any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written
information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press
release issued by the Company), other than: (i) a free writing prospectus that, solely as a result of use by such Underwriter, would
not trigger an obligation to file such free writing prospectus with the Commission under Rule 433, (ii) any Issuer Free Writing
Prospectus listed on Schedule II or prepared pursuant to Section 6(i) above (including any electronic road show), or (iii) any
free writing prospectus prepared by such Underwriter and approved by the Company in advance.
The Company consents to the use by any Underwriter
of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains
only (i) information describing the preliminary terms of the Securities or their offering, (ii) information permitted by Rule 134
under the Securities Act or (iii) information that describes the final terms of the Securities or their offering and that is included
in the Final Term Sheet of the Company contemplated in Section 6(h) above.
8.
Indemnity and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors,
its officers, its agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities
Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or any amendment thereof, the Base Prospectus, any preliminary
prospectus, any Issuer Free Writing Prospectus, the Disclosure Package or the Prospectus or any amendment or supplement thereto, or caused
by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission
or alleged untrue statement or omission based upon the Underwriter Information.
(b)
Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers, its
agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information
relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration
Statement or any amendment thereof, the Base Prospectus, any preliminary prospectus, any Issuer Free Writing Prospectus, the Disclosure
Package or the Prospectus or any amendments or supplements thereto, it being understood that the only information furnished to the Company
for such use therein is the second sentence of the paragraph under the heading “Underwriting—New Issue of Notes” and
the first and second paragraphs under the caption “Underwriting—Price Stabilization and Short Positions” relating to
short sales and stabilizing transactions by the Underwriters, in each case, in the preliminary prospectus and the Prospectus (the “Underwriter
Information”).
(c)
In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of
such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by
the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all
such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated
in writing by you, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified
pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall
be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
proceeding.
(d)
To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities
or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the
one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus,
bear to the aggregate Public Offering Price of the Securities. The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective
principal amounts of Securities they have purchased hereunder, and not joint.
(e)
The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8,
no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter
in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any indemnified party at law or in equity.
(f)
The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements
of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any
affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance
of and payment for any of the Securities.
9.
Termination. This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the
execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially
limited, or minimum or maximum prices for trading shall have been fixed or maximum ranges for prices shall have been required, on or
by, as the case may be, either of The New York Stock Exchange or the Nasdaq Stock Market or the clearance or settlement of such trading
generally shall have been materially disrupted, (ii) trading of any securities of the Company shall have been suspended on any exchange
or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities or a material disruption in commercial banking in the United States shall have occurred
or (iv) there shall have occurred any outbreak or escalation of hostilities, including any act or acts of terrorism, or any change
in financial markets or any calamity or crisis that, in your judgment, is material and adverse to the offering or the business or the
financial condition of the Company and its subsidiaries, taken as a whole, and (b) in the case of any of the events specified in
clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable
or inadvisable to market, sell or deliver the Securities on the terms and in the manner contemplated in the Prospectus.
10.
Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof
by the parties hereto.
If, on the Closing Date, any one or more of the
Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the
aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is
not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall
be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule
I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such
other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter
has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of
such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters
shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs
is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to
you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the Company. In any such case, either you or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the
Registration Statement, in the Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter
under this Agreement.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will
reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket
expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement
or the offering contemplated hereunder.
11.
Counterparts. This Agreement may be signed in one or more counterparts delivered by any standard form of telecommunication
or other electronic transmission, each of which shall be deemed valid and original and all of which together shall constitute one and
the same agreement. Any electronic signature hereof shall be of the same legal effect, validity or enforceability as a manually executed
signature, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic
Transactions Act.
12.
Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of
New York.
13.
Waiver of Jury Trial. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
14.
Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall
not be deemed a part of this Agreement.
15.
Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall
be delivered, mailed or sent by telex or facsimile transmission to you in care of (i) BofA Securities, Inc., 114 W 47th St.,
NY8-114-07-01, New York, New York 10036, Fax: (646) 855-5958, Attn: High Grade Transaction Management/Legal and (ii) J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk – 3rd floor, Facsimile:
(212) 834-6081 and, if to the Company, shall be delivered, mailed or sent to L3Harris Technologies, Inc., 1025 West NASA Boulevard,
Melbourne, Florida 32919, Attention: Scott T. Mikuen.
16.
No Advisory of Fiduciary Responsibility. The Company acknowledges and agrees that the Underwriters are acting solely in
the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated
hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent
of, the Company or any other person. Additionally, none of the Underwriters is advising the Company or any other person as to any legal,
tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby,
and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of
the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit
of the Underwriters and shall not be on behalf of the Company.
17.
Recognition of the U.S. Special Resolution Regimes.
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For
purposes of this Section 17, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance
Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the regulations promulgated thereunder.
[Signature Pages Follow]
This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject
matter hereof.
| |
Very truly yours, |
| |
|
| |
L3HARRIS TECHNOLOGIES, INC. |
| |
|
|
By: |
/s/ Kenneth L. Bedingfield |
| |
|
Name: |
Kenneth L. Bedingfield
|
| |
|
Title: |
Senior Vice President and Chief Financial Officer |
[Signature Page to Underwriting Agreement]
| |
Accepted as of the date hereof: |
| |
|
| |
BofA Securities, Inc. J.P. Morgan Securities LLC |
| |
|
| |
Acting severally on behalf of itself and several Underwriters
named in Schedule I hereto |
| |
|
| |
BofA Securities, Inc. |
| |
|
| |
By: |
/s/ Jon Klein |
| |
|
Name: |
Jon Klein |
| |
|
Title: |
Managing Director |
| |
J.P. Morgan Securities LLC |
| |
|
| |
By: |
/s/ Som Bhattacharyya |
| |
|
Name: |
Som Bhattacharyya |
| |
|
Title: |
Executive Director |
[Signature Page to Underwriting Agreement]
SCHEDULE I
| Underwriter | |
Principal Amount
of 2029 Notes
To Be
Purchased | | |
Principal Amount
of 2031 Notes
To Be
Purchased | | |
Principal Amount
of 2034 Notes
To Be
Purchased | |
| BofA Securities, Inc. | |
$ | 130,000,000 | | |
$ | 130,000,000 | | |
$ | 130,000,000 | |
| J.P. Morgan Securities LLC | |
$ | 130,000,000 | | |
$ | 130,000,000 | | |
$ | 130,000,000 | |
| Mizuho Securities USA LLC | |
$ | 130,000,000 | | |
$ | 130,000,000 | | |
$ | 130,000,000 | |
| SMBC Nikko Securities America, Inc. | |
$ | 130,000,000 | | |
$ | 130,000,000 | | |
$ | 130,000,000 | |
| TD Securities (USA) LLC | |
$ | 130,000,000 | | |
$ | 130,000,000 | | |
$ | 130,000,000 | |
| Citigroup Global Markets Inc. | |
$ | 50,000,000 | | |
$ | 50,000,000 | | |
$ | 50,000,000 | |
| Scotia Capital (USA) Inc. | |
$ | 50,000,000 | | |
$ | 50,000,000 | | |
$ | 50,000,000 | |
| Total | |
$ | 750,000,000 | | |
$ | 750,000,000 | | |
$ | 750,000,000 | |
SCHEDULE II
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet dated March 11, 2024
EXHIBIT A
L3Harris Technologies, Inc.
$750,000,000 5.050% Notes due 2029
$750,000,000 5.250% Notes due 2031
$750,000,000 5.350% Notes due 2034
Pricing Term Sheet
| |
5.050%
Notes due 2029 |
5.250%
Notes due 2031 |
5.350%
Notes due 2034 |
| Issuer: |
L3Harris
Technologies, Inc. |
L3Harris
Technologies, Inc. |
L3Harris
Technologies, Inc. |
| Expected
Ratings (Moody’s / S&P / Fitch):(1) |
[INTENTIONALLY
OMITTED] |
[INTENTIONALLY OMITTED] |
[INTENTIONALLY OMITTED] |
| Security
Type: |
Senior
unsecured notes (the “2029 Notes”) |
Senior
unsecured notes (the “2031 Notes”) |
Senior
unsecured notes (the “2034 Notes”) |
| Principal
Amount: |
$750,000,000 |
$750,000,000 |
$750,000,000
|
| Trade
Date: |
March 11,
2024 |
March 11,
2024 |
March 11,
2024 |
| Settlement
Date (T+2): |
March 13,
2024 |
March 13,
2024 |
March 13,
2024 |
| Maturity
Date: |
June 1,
2029 |
June 1,
2031 |
June 1,
2034 |
| Interest
Payment Dates: |
June 1
and December 1 of each year, commencing on December 1, 2024 |
June 1
and December 1 of each year, commencing on December 1, 2024 |
June 1
and December 1 of each year, commencing on December 1, 2024 |
| Public
Offering Price: |
99.777%
of the principal amount, plus accrued and unpaid interest, if any, from March 13, 2024 |
99.926%
of the principal amount, plus accrued and unpaid interest, if any, from March 13, 2024 |
99.870%
of the principal amount, plus accrued and unpaid interest, if any, from March 13, 2024 |
| Yield
to Maturity: |
5.095% |
5.259% |
5.364% |
| Benchmark
Treasury: |
4.250%
due February 28, 2029 |
4.250%
due February 28, 2031 |
4.000%
due February 15, 2034 |
| Spread
to Benchmark Treasury: |
T+100
basis points |
T+115
basis points |
T+125
basis points |
| Benchmark
Treasury Price / Yield: |
100-22
/ 4.095% |
100-27
/ 4.109% |
99-02+
/ 4.114% |
| Interest
Rate: |
5.050%
per annum |
5.250%
per annum |
5.350%
per annum |
| Optional
Redemption: |
Make-Whole
Call: At any time prior to May 1, 2029 (the date that is one month prior to the maturity date), at a make-whole redemption
price equal to the greater of (1) the make-whole amount at a discount rate equal to the Treasury Rate (as defined in the preliminary
prospectus supplement) plus 15 basis points and (2) 100% of the principal amount, in each case, plus accrued and unpaid interest
to the date of redemption. |
Make-Whole
Call: At any time prior to April 1, 2031 (the date that is two months prior to the maturity date), at a make-whole
redemption price equal to the greater of (1) the make-whole amount at a discount rate equal to the Treasury Rate (as defined
in the preliminary prospectus supplement) plus 20 basis points and (2) 100% of the principal amount, in each case, plus accrued
and unpaid interest to the date of redemption. |
Make-Whole
Call: At any time prior to March 1, 2034 (the date that is three months prior to the maturity date), at a make-whole
redemption price equal to the greater of (1) the make-whole amount at a discount rate equal to the Treasury Rate (as defined
in the preliminary prospectus supplement) plus 20 basis points and (2) 100% of the principal amount, in each case, plus accrued
and unpaid interest to the date of redemption. |
| |
Par
Call: At any time on or after May 1, 2029 (the date that is one month prior to the maturity date), at 100% of the
principal amount, plus accrued and unpaid interest to the date of redemption. |
Par
Call: At any time on or after April 1, 2031 (the date that is two months prior to the maturity date), at 100% of
the principal amount, plus accrued and unpaid interest to the date of redemption. |
Par
Call: At any time on or after March 1, 2034 (the date that is three months prior to the maturity date), at 100% of
the principal amount, plus accrued and unpaid interest to the date of redemption. |
| Minimum
Denomination: |
$2,000
x $1,000 |
$2,000
x $1,000 |
$2,000
x $1,000 |
| CUSIP
/ ISIN: |
502431AS8
/ US502431AS85 |
502431AT6
/ US502431AT68 |
502431AU3
/ US502431AU32 |
| Joint
Book-Running Managers: |
BofA Securities, Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
TD Securities (USA) LLC
SMBC Nikko Securities America, Inc.
Citigroup Global Markets Inc.
Scotia Capital (USA) Inc.
|
BofA Securities, Inc.
J.P. Morgan Securities LLC
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC Mizuho Securities USA LLC Citigroup Global Markets Inc.
Scotia Capital (USA) Inc.
|
BofA Securities, Inc.
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC
Citigroup Global Markets Inc.
Scotia Capital (USA) Inc. |
Investing in the 2029 Notes, the 2031 Notes or the 2034 Notes involves
a number of risks. See “Risk Factors” beginning on page S-5 of the preliminary prospectus supplement.
| (1) | A securities rating is not a recommendation to buy, sell,
or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus)
and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting the SEC website
at www.sec.gov. Alternatively, copies of the prospectus and the prospectus supplement may be obtained by contacting BofA Securities, Inc.
at 1-800-294-1322 and J.P. Morgan Securities LLC at 1-212-834-4533.
EXHIBIT B-1
OPINION OF COMPANY COUNSEL
B-1-1
