UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 13, 2011
 
TEXTRON INC.
(Exact name of Registrant as specified in its charter)

Delaware	 	1-5480	 	05-0315468	
(State of Incorporation)	 	(Commission File Number)	 	(IRS Employer Identification No.)	
 
40 Westminster Street, Providence, Rhode Island  02903
(Address of principal executive offices, including zip code)
 
(401) 421-2800
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
ITEM 8.01.              OTHER EVENTS
 
On October 13, 2011, Textron Inc. (the “Company”) issued a press release announcing the expiration and final results of the Company’s previously announced tender offer (the “Offer”) to purchase for cash any and all of its outstanding 4.50% Convertible Senior Notes due 2013 (“Notes”).
 
The Offer expired at 12:00 midnight, New York City time, at the end of the day on October 12, 2011.
 
As of the expiration of the Offer, $224,702,000 in aggregate principal amount of Notes, representing approximately 37.5% of the aggregate outstanding principal amount of Notes, were validly tendered and not properly withdrawn. The Company has accepted for purchase all Notes that were validly tendered and not properly withdrawn.
 
The final purchase price per $1,000 principal amount of Notes is $1,524.03. The Company expects to settle the Offer on October 13, 2011 and to pay an aggregate of approximately $347.9 million to purchase all of the Notes that were validly tendered and not properly withdrawn. Immediately following the settlement of the Offer, approximately $375.3 million principal amount of Notes will remain outstanding.
 
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
 
ITEM 9.01.              FINANCIAL STATEMENTS AND EXHIBITS
 
(d)                                  Exhibits:
 
99.1                            Press release dated October 13, 2011.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	TEXTRON INC.	 	
 	(Registrant)	 	

 	/s/ Mary F. Lovejoy	
 	Name: Mary F. Lovejoy	
 	Title: Vice President and Treasurer	
 	 	
Date: October 13, 2011	 	
 
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Exhibit Index

Exhibit No.	 	Description	
 	 	 	
99.1	 	Press release dated October 13, 2011.	
 
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Exhibit 99.1

	 	
 	Corporate Communications 
Department	
 
NEWS Release

Investor Contacts:
 Doug Wilburne, Textron – 401-457-2288
Becky Rosenbaum – 401-457-2288	 	 
FOR IMMEDIATE
RELEASE	
 	 	 	
Media Contacts: 
David Sylvestre, Textron – 401-457-2362	 	 	
 
Textron Announces Expiration and Final Results of Cash Tender Offer for its 4.50% Convertible Senior Notes - due 2013
 
Providence, Rhode Island — October 13, 2011 — Textron Inc. (NYSE: TXT) today announced the expiration and final results of the company’s previously announced tender offer (the “Offer”) to purchase for cash any and all of its outstanding 4.50% Convertible Senior Notes due 2013 (CUSIP No. 883203BN0) (the “Notes”). The Offer expired at 12:00 midnight, New York City time, at the end of the day on Wednesday, October 12, 2011.
 
As of the expiration of the Offer, $224,702,000 in aggregate principal amount of Notes, representing approximately 37.5% of the aggregate outstanding principal amount of Notes, were validly tendered and not properly withdrawn. The company has accepted for purchase all Notes that were validly tendered and not properly withdrawn.
 
As previously announced by the company, the final purchase price per $1,000 principal amount of Notes is $1,524.03. The company expects to settle the Offer today and to pay an aggregate of approximately $347.9 million (including accrued but unpaid interest to the settlement date and dealer manager fees) to purchase all of the Notes that were validly tendered and not properly withdrawn. Immediately following the settlement of the Offer, approximately $375.3 million principal amount of Notes will remain outstanding.
 
Goldman Sachs & Co. and J.P. Morgan Securities LLC acted as the lead dealer managers for the Offer and Morgan Stanley & Co. LLC acted as co-dealer manager. Global Bondholder Services Corporation acted as the depositary for the Offer and as the information agent for the Offer.
 
This press release shall not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities.
 
About Textron Inc.
 
Textron Inc. 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.
 
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