Textron Inc. Confirms Settlement Method of Its 4.5% Convertible Senior Notes
Due May 1, 2013
PROVIDENCE, R.I. -- February 15, 2013
Textron Inc. (NYSE: TXT) (“Textron”) confirmed today that, as previously
announced, it will settle the Conversion Obligation of its 4.5% Convertible
Senior Notes due May 1, 2013 (CUSIP #883203BN0) (the “Notes”) with a
combination of cash and shares of Common Stock.
Pursuant to the terms of the Indenture, dated as of September 10, 1999,
between Textron and The Bank of New York Mellon Trust Company, N.A., as
Trustee, as supplemented by the Supplemental Indenture, dated as of May 5,
2009 (the “Indenture”), the Notes are currently convertible at the holder’s
discretion and will remain convertible through the close of business on April
29, 2013, the second trading day preceding their May 1, 2013 maturity date.
The Company will satisfy the Conversion Obligation with a combination of cash
and Common Stock by delivering to each converting Holder, for each $1,000
principal amount of Notes converted: (A) $1,000 per $1,000 principal amount of
the Notes or, if lower, the Conversion Value in cash (the “Fixed Cash Amount”)
and (B) a number of shares of Common Stock equal to the sum, for each of the
forty-five (45) Settlement Period Trading Days in the Settlement Period, of
1/45th of (a) the Conversion Rate then in effect minus (b) the quotient of (x)
the Fixed Cash Amount divided by (y) the Volume Weighted Average Price (VWAP)
of the Common Stock on that Settlement Period Trading Day (plus cash in lieu
of fractional shares, if applicable, as set forth in Section 9.02(i)) of the
Notes submitted for conversion prior to the close of business on the April 15,
2013 record date will not be entitled to receive accrued interest payable on
the May 1, 2013 maturity date.
In order to exercise the conversion right with respect to the Notes, a Holder
of the Notes must complete a Conversion Notice pursuant to Section 9.02 of the
Indenture and deliver such notice to the Conversion Agent at the following
address for receipt prior to the close of business on April 29, 2013:
The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon Corporation
Corporate Trust Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Christopher Landers
Holders of Notes may obtain further information on how to convert their Notes
by contacting the Conversion Agent at the above address.
This press release is for informational purposes only and does not constitute
an offer to buy or the solicitation of an offer to sell any Notes or Textron’s
Textron is a multi-industry company that leverages its global network of
aircraft, defense, industrial and finance businesses to provide customers with
innovative solutions and services. Textron is known around the world for its
powerful brands such as Bell Helicopter, Cessna Aircraft Company, Jacobsen,
Kautex, Lycoming, E-Z-GO, Greenlee and Textron Systems. More information is
available at www.textron.com.
Doug Wilburne, 401-457-2288
Justin Bourdon, 401-457-2288
David Sylvestre, 401-457-2362
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