UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On March 13, 2024, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of notes in the aggregate amount of $2.25 billion, comprised of $750 million aggregate principal amount of 5.050% Notes due 2029 (the “2029 Notes”), $750 million aggregate principal amount of 5.250% Notes due 2031 (the “2031 Notes”) and $750 million aggregate principal amount of 5.350% Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”).
The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-270103) filed with the 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:
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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 | |
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