UNDERWRITING AGREEMENT
Exhibit 1.1(a)
UNDERWRITING AGREEMENT
November 29, 2007
Textron Inc.
40 Westminster Street
Providence, Rhode Island 02903
Dear Sirs:
We (the Managers) understand that Textron Inc., a Delaware corporation (the Company), proposes to issue and sell $350,000,000 aggregate principal amount of its 5.60% Notes due 2017 (the Offered Securities). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriters named below (the Underwriters) agree to purchase, severally and not jointly, the principal amounts of the Offered Securities set forth opposite their names below at 99.343% of their principal amount, together with accrued interest, if any, from December 4, 2007.
Name |
| Principal Amount of |
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Banc of America Securities LLC |
| $ | 87,920,000 |
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Citigroup Global Markets Inc. |
| 87,920,000 |
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Goldman, Sachs & Co. |
| 87,920,000 |
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Barclays Capital Inc. |
| 12,320,000 |
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BNP Paribas Securities Corp. |
| 12,320,000 |
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Deutsche Bank Securities Inc. |
| 12,320,000 |
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J.P. Morgan Securities Inc. |
| 12,320,000 |
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Lazard Capital Markets LLC |
| 12,320,000 |
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Morgan Stanley & Co. Incorporated |
| 12,320,000 |
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Wachovia Capital Markets, LLC |
| 12,320,000 |
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Total: |
| $ | 350,000,000 |
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The time and date of the payment for and delivery of the Offered Securities pursuant to Article IV of the Standard Provisions (as defined below) shall be at 10:00 A.M. (New York time) on December 4, 2007 or at such other time or date as shall be determined by agreement between the Company and the Managers (the Closing Date). The documents required to be delivered by Article V of the Standard Provisions shall be delivered on the Closing Date to the office of Mayer Brown LLP, counsel for the Underwriters, at 71 South Wacker Drive, Chicago, Illinois 60606, or at such other place as shall be determined by agreement between the Company and the Managers.
The Offered Securities shall have the following terms:
Maturity: |
| December 1, 2017 |
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Interest Rate: |
| 5.60% per annum |
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Interest Payment Dates: |
| June 1 and December 1, commencing June 1, 2008 |
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Redemption Provisions: |
| The Company may redeem the Offered Securities at its option, in whole or in part at any time, at the redemption price described in the Prospectus. |
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Change of Control Provisions: |
| The Company will repurchase the Offered Securities tendered by holders thereof upon certain triggering events at the purchase price described in the Prospectus. |
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Initial Price to Public: |
| 99.993% |
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Execution Time: |
| 12:30 p.m. (EST) November 29, 2007 |
All the provisions contained in the document entitled Textron Inc. Underwriting Agreement Standard Provisions (Debt) dated November 29, 2007 (the Standard Provisions), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein.
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telefaxed to Banc of America Securities LLC, 40 West 57th Street, 27th Floor, New York, New York 10019, Attention: High Grade Capital Markets Transaction Management, facsimile: (212) 901-7881, to Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel, facsimile (212)  ###-###-####) and to Goldman, Sachs & Co., 85 Broad Street, 23rd Floor, New York, New York 10004, Attention: Registration Department, facsimile: (212) 902-3000; or, if sent to the Company, will be mailed, delivered or telefaxed to Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903, Attention: Mary F. Lovejoy, Vice President and Treasurer, facsimile ###-###-####.
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| Very truly yours, | |||||
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| By: | Banc of America Securities LLC | ||||
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| By: | /s/ Lily Chang | ||||
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| Name: | Lily Chang | |||
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| Title: | Principal | |||
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| By: | Citigroup Global Markets Inc. | ||||
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| By: | /s/ Brian D. Bednarski | ||||
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| Name: | Brian D. Bednarski | |||
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| Title: | Director | |||
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| By: | /s/ Goldman, Sachs & Co. | ||||
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| (Goldman, Sachs & Co.) | ||||
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| On behalf of the Underwriters | |||||
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Accepted: |
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TEXTRON INC. |
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By: | /s/ Mary F. Lovejoy |
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| Name: | Mary F. Lovejoy |
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| Title: | Vice President and Treasurer |
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