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
(b) the quotient of (x) the Fixed Cash Amount
(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: