Rockwell Collins, Inc. (NYSE:COL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 10, 2017, Rockwell Collins, Inc. (the Company) issued
$4.65 billion aggregate principal amount of senior notes in an
underwritten public offering (the Offering). The Notes were
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).>
$4.65 billion aggregate principal amount of senior notes in an
underwritten public offering (the Offering). The Notes were
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).>
The Notes were issued to the Indenture, dated as of November 1,
2001 (the Original Indenture), as supplemented by the First
Supplemental Indenture, dated as of December 4, 2006 (the First
Supplemental Indenture), and the Second Supplemental Indenture,
dated as of April 10, 2017 (the Second Supplemental Indenture
and, together with the Original Indenture and the First
Supplemental Indenture, the Indenture), between the Company and
The Bank of New York Mellon Trust Company, N.A. (formerly known
as The Bank of New York Trust Company, N.A.), as trustee. The
Indenture contains covenants that require the Company to satisfy
certain conditions in order to incur debt secured by liens,
engage in sale/leaseback transactions or merge or consolidate
with another entity. The Indenture also provides for customary
events of default.
2001 (the Original Indenture), as supplemented by the First
Supplemental Indenture, dated as of December 4, 2006 (the First
Supplemental Indenture), and the Second Supplemental Indenture,
dated as of April 10, 2017 (the Second Supplemental Indenture
and, together with the Original Indenture and the First
Supplemental Indenture, the Indenture), between the Company and
The Bank of New York Mellon Trust Company, N.A. (formerly known
as The Bank of New York Trust Company, N.A.), as trustee. The
Indenture contains covenants that require the Company to satisfy
certain conditions in order to incur debt secured by liens,
engage in sale/leaseback transactions or merge or consolidate
with another entity. The Indenture also provides for customary
events of default.
The 2019 Notes will mature on July 15, 2019 and bear interest at
a fixed rate of 1.950% per annum. The Company will pay interest
on the 2019 Notes from April 10, 2017 semi-annually, in arrears,
on January 15 and July 15 of each year, beginning July 15, 2017.
The 2022 Notes will mature on March 15, 2022 and bear interest at
a fixed rate of 2.800% per annum. The Company will pay interest
on the 2022 Notes from April 10, 2017 semi-annually, in arrears,
on March 15 and September 15 of each year, beginning September
15, 2017. The 2024 Notes will mature on March 15, 2024 and bear
interest at a fixed rate of 3.200% per annum. The Company will
pay interest on the 2024 Notes from April 10, 2017 semi-annually,
in arrears, on March 15 and September 15 of each year, beginning
September 15, 2017. The 2027 Notes will mature on March 15, 2027
and bear interest at a fixed rate of 3.500% per annum. The
Company will pay interest on the 2027 Notes from April 10, 2017
semi-annually, in arrears, on March 15 and September 15 of each
year, beginning September 15, 2017. The 2047 Notes will mature on
April 15, 2047 and bear interest at a fixed rate of 4.350% per
annum. The Company will pay interest on the 2047 Notes from April
10, 2017 semi-annually, in arrears, on April 15 and October 15 of
each year, beginning October 15, 2017. The Notes constitute
unsecured and unsubordinated obligations of the Company and will
rank equal in right of payment with all of the Companys other
unsecured and unsubordinated indebtedness from time to time
outstanding.
a fixed rate of 1.950% per annum. The Company will pay interest
on the 2019 Notes from April 10, 2017 semi-annually, in arrears,
on January 15 and July 15 of each year, beginning July 15, 2017.
The 2022 Notes will mature on March 15, 2022 and bear interest at
a fixed rate of 2.800% per annum. The Company will pay interest
on the 2022 Notes from April 10, 2017 semi-annually, in arrears,
on March 15 and September 15 of each year, beginning September
15, 2017. The 2024 Notes will mature on March 15, 2024 and bear
interest at a fixed rate of 3.200% per annum. The Company will
pay interest on the 2024 Notes from April 10, 2017 semi-annually,
in arrears, on March 15 and September 15 of each year, beginning
September 15, 2017. The 2027 Notes will mature on March 15, 2027
and bear interest at a fixed rate of 3.500% per annum. The
Company will pay interest on the 2027 Notes from April 10, 2017
semi-annually, in arrears, on March 15 and September 15 of each
year, beginning September 15, 2017. The 2047 Notes will mature on
April 15, 2047 and bear interest at a fixed rate of 4.350% per
annum. The Company will pay interest on the 2047 Notes from April
10, 2017 semi-annually, in arrears, on April 15 and October 15 of
each year, beginning October 15, 2017. The Notes constitute
unsecured and unsubordinated obligations of the Company and will
rank equal in right of payment with all of the Companys other
unsecured and unsubordinated indebtedness from time to time
outstanding.
At its option, the Company may redeem the 2019 Notes at any time
or from time to time prior to maturity, and may redeem the 2022
Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes at any
time or from time to time prior to February 15, 2022, January 15,
2024, December 15, 2026 and October 15, 2046, respectively, in
each case in whole or in part, at a redemption price equal to the
greater of (i) the principal amount of the Notes being redeemed
and (ii) the sum of the present values of the remaining scheduled
payments of the Notes to be redeemed (excluding interest accrued
as of the redemption date), discounted to the redemption date on
a semi-annual basis at the applicable Treasury Rate (as defined
in the applicable series of Notes) plus 15 basis points in the
case of the 2019 Notes, the 2022 Notes and the 2024 Notes, 20
basis points in the case of the 2027 Notes and 25 basis points,
in the case of the 2047 Notes, plus any accrued and unpaid
interest on the Notes being redeemed to but not including the
redemption date.
or from time to time prior to maturity, and may redeem the 2022
Notes, the 2024 Notes, the 2027 Notes and the 2047 Notes at any
time or from time to time prior to February 15, 2022, January 15,
2024, December 15, 2026 and October 15, 2046, respectively, in
each case in whole or in part, at a redemption price equal to the
greater of (i) the principal amount of the Notes being redeemed
and (ii) the sum of the present values of the remaining scheduled
payments of the Notes to be redeemed (excluding interest accrued
as of the redemption date), discounted to the redemption date on
a semi-annual basis at the applicable Treasury Rate (as defined
in the applicable series of Notes) plus 15 basis points in the
case of the 2019 Notes, the 2022 Notes and the 2024 Notes, 20
basis points in the case of the 2027 Notes and 25 basis points,
in the case of the 2047 Notes, plus any accrued and unpaid
interest on the Notes being redeemed to but not including the
redemption date.
At its option, the Company may redeem the 2022 Notes, the 2024
Notes, the 2027 Notes and the 2047 Notes at any time or from time
to time on or after February 15, 2022, January 15, 2024, December
15, 2026 and October 15, 2046, respectively, in each case, prior
to maturity and in whole or in part, at a redemption price equal
to 50% of the principal amount of the Notes being redeemed, plus
any accrued and unpaid interest on the Notes being redeemed to
but not including the redemption date.
Notes, the 2027 Notes and the 2047 Notes at any time or from time
to time on or after February 15, 2022, January 15, 2024, December
15, 2026 and October 15, 2046, respectively, in each case, prior
to maturity and in whole or in part, at a redemption price equal
to 50% of the principal amount of the Notes being redeemed, plus
any accrued and unpaid interest on the Notes being redeemed to
but not including the redemption date.
In the event that (i) the Company terminates or abandons the B/E
Aerospace Acquisition before 5:00 p.m. (New York City time) on
October 21, 2017 or (ii) the merger agreement with respect to the
B/E Aerospace Acquisition is terminated before such time, the
Company will redeem all outstanding 2022 Notes, 2024 Notes, 2027
Notes and 2047 Notes at a redemption price equal to 101% of the
aggregate principal amount of the Notes to be redeemed, plus
accrued and unpaid interest as of the redemption date. The 2019
Notes are not subject to the special acquisition redemption
provision.
Aerospace Acquisition before 5:00 p.m. (New York City time) on
October 21, 2017 or (ii) the merger agreement with respect to the
B/E Aerospace Acquisition is terminated before such time, the
Company will redeem all outstanding 2022 Notes, 2024 Notes, 2027
Notes and 2047 Notes at a redemption price equal to 101% of the
aggregate principal amount of the Notes to be redeemed, plus
accrued and unpaid interest as of the redemption date. The 2019
Notes are not subject to the special acquisition redemption
provision.
If a Change of Control Triggering Event (as defined in the Notes)
occurs, the Company will be required to make an offer on the
terms set forth in the Notes to each holder of the Notes to
repurchase all or any part of that holders Notes at a price equal
to 101% of the principal amount of the Notes repurchased, plus
accrued and unpaid interest, if any.
occurs, the Company will be required to make an offer on the
terms set forth in the Notes to each holder of the Notes to
repurchase all or any part of that holders Notes at a price equal
to 101% of the principal amount of the Notes repurchased, plus
accrued and unpaid interest, if any.
The above descriptions of certain terms and conditions of the
Second Supplemental Indenture, the 2019 Notes, the 2022 Notes,
the 2024 Notes, the 2027 Notes and the 2047 Notes are qualified
by reference to the full texts of the Second Supplemental
Indenture and the forms of the 2019 Notes, the 2022 Notes, the
2024 Notes, the 2027 Notes and the 2047 Notes, copies of which
are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6,
respectively, and are incorporated herein by reference. The above
description of certain terms and conditions of the Indenture is
qualified by reference to the full text of the Original Indenture
and the First Supplemental Indenture, copies of which were filed
as Exhibit 4.b.1 to the Companys Registration Statement on Form
S-3 (No. 333-72914) and as Exhibit 4-a-4 to the Companys Current
Report on Form 8-K dated November 9, 2006, respectively, and are
incorporated herein by reference.
Second Supplemental Indenture, the 2019 Notes, the 2022 Notes,
the 2024 Notes, the 2027 Notes and the 2047 Notes are qualified
by reference to the full texts of the Second Supplemental
Indenture and the forms of the 2019 Notes, the 2022 Notes, the
2024 Notes, the 2027 Notes and the 2047 Notes, copies of which
are filed herewith as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6,
respectively, and are incorporated herein by reference. The above
description of certain terms and conditions of the Indenture is
qualified by reference to the full text of the Original Indenture
and the First Supplemental Indenture, copies of which were filed
as Exhibit 4.b.1 to the Companys Registration Statement on Form
S-3 (No. 333-72914) and as Exhibit 4-a-4 to the Companys Current
Report on Form 8-K dated November 9, 2006, respectively, and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth under Item 1.01. Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated herein by reference.
Definitive Agreement of this Current Report on Form 8-K is
incorporated herein by reference.
Item 8.01. Other Events.
In connection with the offer and sale of the Notes to the
Registration Statement, the Company is filing as Exhibits 5 and
23 hereto an opinion and consent of counsel with respect to the
Notes. Such opinion and consent are each incorporated by
reference into the Registration Statement.
Registration Statement, the Company is filing as Exhibits 5 and
23 hereto an opinion and consent of counsel with respect to the
Notes. Such opinion and consent are each incorporated by
reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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4.1
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Second Supplemental Indenture, dated as of April 10,
2017, between Rockwell Collins, Inc., as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee. |
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4.2
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Form of certificate for the Companys 1.950% Notes due
2019 (included in Exhibit 4.1). |
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4.3
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Form of certificate for the Companys 2.800% Notes due
2022 (included in Exhibit 4.1). |
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4.4
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Form of certificate for the Companys 3.200% Notes due
2024 (included in Exhibit 4.1). |
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4.5
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Form of certificate for the Companys 3.500% Notes due
2027 (included in Exhibit 4.1). |
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4.6
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Form of certificate for the Companys 4.350% Notes due
2047 (included in Exhibit 4.1). |
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Opinion of Skadden, Arps, Slate, Meagher Flom LLP.
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Consent of Skadden, Arps, Slate, Meagher Flom LLP
(included in Exhibit 5). |
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 up +0.64 at 99.54 with 2,132,305 shares trading hands.
