Rockwell Collins, Inc. $4.65 Billion Notes Offering

Davis Polk advised the joint book-running managers in connection with an SEC-registered offering by Rockwell Collins, Inc. of senior notes in a combined aggregate principal amount of $4.65 billion. Rockwell Collins intends to use $4.35 billion of the net proceeds of the offering to finance a portion of the consideration for its previously announced acquisition of B/E Aerospace, Inc., which is expected to close in the second quarter of 2017, and the remaining proceeds to repay commercial paper borrowings.

Rockwell Collins is a pioneer in the development and deployment of innovative communication and aviation electronic solutions for both commercial and government applications. Its expertise in flight deck avionics, cabin electronics, mission communications, simulation and training and information management services is delivered by a global workforce, and a service and support network that crosses more than 150 countries.

The Davis Polk corporate team included partner Joseph A. Hall and associates Ravi P. Ramchandani and Stephen A. Byeff. Partner Michael Mollerus and associate Ariel David Siman provided tax advice. Counsel Betty Moy Huber and associate Yuko Masunaga provided environmental advice. Counsel Jeanine P. McGuinness provided regulatory advice. Members of the Davis Polk team are based in the New York and Washington DC offices.