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Textron Inc. Confirms Settlement Method of Its 4.5% Convertible Senior Notes Due May 1, 2013

2013-02-15 16:30 ET - News Release

Company Website: http://www.textron.com
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 the Indenture).

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

Attn:Christopher Landers

Telephone: 315-414-3362

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.

About Textron

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.


Investor Contact:
Doug Wilburne, 401-457-2288
Justin Bourdon, 401-457-2288
Media Contact:
David Sylvestre, 401-457-2362

Source: Textron

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