PROVIDENCE, R.I. -- (Business Wire)
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
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, NY13057
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 common stock.
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
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