Rockwell Collins, Inc. (NYSE:COL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
into an underwriting agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and
Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein, in connection with the offer and sale
of $4.65 billion aggregate principal amount of senior notes in an
underwritten public offering (the Offering). The Notes will be
issued in five tranches: $300 million of 1.950% Notes due 2019
(the 2019 Notes), $1.1 billion of 2.800% Notes due 2022 (the 2022
Notes), $950 million of 3.200% Notes due 2024 (the 2024 Notes),
$1.3 billion of 3.500% Notes due 2027 (the 2027 Notes) and $1.0
billion of 4.350% Notes due 2047 (the 2047 Notes and, together
with the 2019 Notes, the 2022 Notes, the 2024 Notes and the 2027
Notes, the Notes).>
and agreements of the Company, conditions to closing,
indemnification and contribution rights and obligations of the
parties, termination provisions and other terms and conditions in
each case that are customary in agreements of this type. The
issuance and sale of the Notes is expected to close on April 10,
2017. The net proceeds to the Company from the sale of the Notes,
after deducting the underwriting discount and other estimated
offering expenses payable by the Company, is expected to be
approximately $4.6 billion. The Company intends to use the net
proceeds from the sale of the Notes principally to finance a
portion of the consideration for the Companys previously
announced acquisition of B/E Aerospace, Inc. (the B/E Aerospace
Acquisition), which is expected to close in the second calendar
quarter of 2017.
and may in the future engage in, commercial banking, investment
management, investment banking, derivatives and/or financial
advisory and other commercial transactions and services in the
ordinary course of business with the Company or its affiliates.
They have received, or may in the future receive, customary fees
and commissions for these transactions. In addition, J.P. Morgan
Securities LLC is acting as sole financial advisor to the Company
in connection with the B/E Aerospace Acquisition and, as such,
may receive customary fees and expenses.
automatic shelf Registration Statement on Form S-3 (the
Registration Statement) (Registration Statement No. 333-216736),
filed with the Securities and Exchange Commission (the SEC) on
March 16, 2017, as supplemented by the prospectus supplement
filed with the SEC on March 28, 2017.
Underwriting Agreement is qualified by reference to the full text
of the Underwriting Agreement, which is filed herewith as Exhibit
1.
Notes. A copy of the related press release is furnished herewith
as Exhibit 99 and is incorporated herein by reference.
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(d) Exhibits
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Underwriting Agreement, dated March 28, 2017, between
the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named in Schedule 1 to the Underwriting Agreement. |
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Press Release of the Company dated March 28, 2017.
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About Rockwell Collins, Inc. (NYSE:COL)
Rockwell Collins, Inc. designs, produces and supports communications and aviation systems for commercial and military customers. The Company provides information management services through voice and data communication networks and solutions across the world. The Company operates through three segments: Commercial Systems, Government Systems and Information Management Services. The Commercial Systems segment supplies aviation electronics systems, products and services to customers located throughout the world. The Government Systems segment provides a range of electronic products, systems and services to customers including the United States Department of Defense, various ministries of defense, other government agencies and defense contractors around the world. The Information Management Services segment provides communications services, systems integration and security solutions across the aviation, airport, rail and nuclear security markets. Rockwell Collins, Inc. (NYSE:COL) Recent Trading Information
Rockwell Collins, Inc. (NYSE:COL) closed its last trading session down -0.31 at 98.39 with 1,176,437 shares trading hands.
