UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On August 2, 2024, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of $600 million aggregate principal amount of 5.500% Notes due 2054 (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 July 29, 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 July 29, 2024, with Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC (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.
L3Harris intends to use the net proceeds from the sale of the Notes for general corporate purposes, including the repayment of commercial paper borrowings and the repayment of the $600,000,000 aggregate principal amount of 3.832% Notes due 2025 (the “2025 notes”) upon maturity. Certain of the underwriters or their affiliates may hold our commercial paper and/or the 2025 notes.
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 5.500% Global Note due 2054; and
b. 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 July 29, 2024, among L3Harris Technologies, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC. | |
| 4.1 | Form of 5.500% Global Note due 2054. | |
| 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/ Kenneth L. Bedingfield | ||
| Name: | Kenneth L. Bedingfield | ||
| Date: August 2, 2024 | Title: | Senior Vice President and Chief Financial Officer | |
| 3 |