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): March 25, 2020 (March 23, 2020)
GENERAL DYNAMICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
Delaware | | 1-3671 | | 13-1673581 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
11011 Sunset Hills Road, Reston, Virginia | | 20190 |
(Address of Principal Executive Offices) | | (Zip Code) |
(703) 876-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report.)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
Common Stock | | GD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 25, 2020, General Dynamics Corporation (the “Corporation”) completed the sale of an aggregate of $4,000,000,000 principal amount of notes as follows:
| | • | $750,000,000 aggregate principal amount of 3.250% Notes due 2025, |
| | • | $750,000,000 aggregate principal amount of 3.500% Notes due 2027, |
| | • | $1,000,000,000 aggregate principal amount of 3.625% Notes due 2030, |
| | • | $750,000,000 aggregate principal amount of 4.250% Notes due 2040, and |
| | • | $750,000,000 aggregate principal amount of 4.250% Notes due 2050. |
The notes were sold pursuant to an Underwriting Agreement, dated as of March 23, 2020, among the Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein.
The notes were issued pursuant to the Second Supplemental Indenture, dated as of March 25, 2020, under the Indenture, dated as of March 22, 2018, among the Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee.
The offering of the notes was registered pursuant to the Corporation’s Registration Statement on Form S-3ASR (Registration No. 333-223853), which was previously filed with the Securities and Exchange Commission on March 22, 2018.
Copies of the Underwriting Agreement and the Second Supplemental Indenture are filed as exhibits hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| | | | |
| | | | | |
| | 1.1 | | | Underwriting Agreement, dated March 23, 2020, among General Dynamics Corporation, the Guarantors named therein and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein. |
| | | | | |
| | 4.1 | | | Second Supplemental Indenture, dated as of March 25, 2020, among General Dynamics Corporation, the Guarantors named therein and The Bank of New York Mellon, as Trustee (includes forms of 3.250% Notes due 2025, 3.500% Notes due 2027, 3.625% Notes due 2030, 4.250% Notes due 2040 and 4.250% Notes due 2050). |
| | | | | |
| | 5.1 | | | Opinion of Jenner & Block LLP. |
| | | | | |
| | 23.1 | | | Consent of Jenner & Block LLP (included in Exhibit 5.1). |
| | | | | |
| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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, thereunto duly authorized.
| | | | | | |
| | | | GENERAL DYNAMICS CORPORATION |
| | | | | | | |
| | | | by | | /s/ William A. Moss |
| | | | | | William A. Moss |
| | | | | | Vice President and Controller |
| | | | | | | |
Dated: March 25, 2020 | | | | | | |
