Raytheon Technologies accepts nine of 14 series at end of tender offer

By Wendy Van Sickle

Columbus, Ohio, Nov. 16 – Raytheon Technologies Corp. announced pricing of its waterfall tender offer for a capped amount of $2.1 billion from 14 series of notes on Tuesday, according to a press release.

The company expects to accept tenders of the following amounts of notes, with pricing details, listed by acceptance priority level with pricing per $1,000 principal amount:

• The $424,951,000 tendered, or 42.5%, of the $1 billion outstanding 6.125% notes due 2038 (Cusip: 913017BP3) for a total consideration of $1,441.26 based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 75 basis points;

• The $447,082,000 tendered, or 44.71%, of the $1 billion outstanding 5.7% notes due 2024 (Cusip: 913017BS7) for a total consideration of $1,407.12 based on the 1.75% U.S. Treasury due Aug. 15, 2041 plus 80 bps;

• The $135,767,000 tendered, or 24.68%, of the $550 million outstanding 7.5% notes due 2029 (Cusip: 913017BA6) for a total consideration of $1,392.43 based on the 1.25% U.S. Treasury due Aug. 15, 2031 plus 45 bps;

• The $115,118,000 tendered, or 28.78%, of the $400 million outstanding 6.7% notes due 2028 (Cusip: 913017AT6) for a total consideration of $1,304.64 based on the U.S. Treasury due Aug. 15, 2031 plus 25 bps;

• The $189,618,000 tendered, or 31.6%, of the $600 million outstanding 6.05% notes due 2036 (Cusip: 913017BK4) for a total consideration of $1,400.91 based on the U.S. Treasury due Aug. 15, 2031 plus 110 bps;

• The $153,877,000 tendered, or 25.65%, of the $600 million outstanding 5.4% notes due 2035 (Cusip: 913017BJ7) for a total consideration of $1,323.15 based on the U.S. Treasury due Aug. 15, 2031 plus 95 bps;

• The $11.5 million tendered, or 8.58%, of the $134,016,000 outstanding 7% notes due 2038 (Cusip: 75513EBU4) for a total consideration of $1,533.37 based on the U.S. Treasury due Aug. 15, 2041 plus 85 bps;

• The $16,777,000 tendered, or 13.03%, of the $128,716,000 outstanding 6.8% notes due 2036 (Cusip: 75513EBT7) for a total consideration of $1,485.17 based on the U.S. Treasury due Aug. 15, 2031 plus 115 bps; and

• $The 6.1 million tendered, or 4.73% outstanding, of the $128.85 million outstanding 7.1% notes due 2027 (Cusip: 75513EBS9) for a total consideration of $1,293.23 based on the U.S. Treasury due Oct. 31, 2026 plus 65 bps.

The company also tendered for the following notes but does not expect to accept any tenders from these series, according to Tuesday’s update:

• The $115.49 million tendered, or 29.75%, of the $388,192,000 outstanding 4.8% notes due 2043 (Cusip: 75513ECJ8);

• The $1,439,965,000 tendered, or 41.14%, of the $3.5 billion outstanding 4.5% notes due 2024 (Cusip: 913017BT5);

• The $72.52 million tendered, or 27.62%, of the $262,547,000 outstanding 4.2% notes due 2044 (Cusip: 75513ECC3);

• The $416,976,000 tendered, or 55.6%, of the $750 million outstanding 4.45% notes due 2038 (Cusip: 913017CW7); and the

• The $416,002,000 tendered, or 23.77%, of the $1.75 billion outstanding 4.625% notes due 2048 (Cusip: 913017CX5).

Pricing was determined at 11 a.m. ET on Nov. 16. The offer was announced on Nov. 1.

To receive the total considerations, which include an early tender premium, noteholders had to tender their notes by 5 p.m. ET on Nov. 15. The early deadline is also the withdrawal deadline.

The early tender premium is included in the total consideration for each series of notes and does not constitute an additional or increased payment.

Noteholders who tender after the early deadline were to receive $50 less from the total considerations, but the company said it will accept no tenders submitted after the early deadline.

The offer was scheduled to expire at 11:59 p.m. ET on Nov. 30.

The tender offer was dependent on the successful completion of a new offering of notes, which condition has been met.

BofA Securities, Inc. (888 292-0070, 980 683-3215) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are the lead dealer managers.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the dealer managers.

Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are working as co-dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (888 280-6942, 212 269-5550, rtx@dfking.com).

The aerospace and defense company is based in Waltham, Mass.

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