General Dynamics Corporation $7.5 Billion Notes Offering

Davis Polk advised the joint book-running managers and representatives of the underwriters in an SEC-registered offering by General Dynamics Corporation of $500 million aggregate principal amount of floating-rate notes due 2020, $500 million aggregate principal amount of floating-rate notes due 2021, $2 billion aggregate principal amount of 2.875% notes due 2020, $2 billion aggregate principal amount of 3.000% notes due 2021, $750 million aggregate principal amount of 3.375% notes due 2023, $750 million aggregate principal amount of 3.500% notes due 2025 and $1 billion aggregate principal amount of 3.750% notes due 2028.

BofA Merrill Lynch, RBC Capital Markets and Wells Fargo Securities acted as Joint Book-Running Managers on the transaction.

Proceeds from this offering were used to pay down the $7.5 billion 364-day credit facility that General Dynamics incurred in connection with its $9.7 billion acquisition of CSRA, Inc., a peer defense contractor. The combination of General Dynamics and CSRA will create a premier provider of high-tech information technology solutions to the government IT market.

Headquartered in Falls Church, Virginia, General Dynamics is a global aerospace and defense company that offers a broad portfolio of products and services in business aviation, combat vehicles, weapons systems and munitions, information technology (IT) services and C4ISR (command, control, communications, computers, intelligence, surveillance and reconnaissance) solutions and shipbuilding and ship repair.

The Davis Polk corporate team included partner John G. Crowley (Picture) and associates Jennifer Ying Lan, Michelle Ha and Amarilice C. Young. Partner Michael Mollerus and associate Gil Savir provided tax advice. Counsel Betty Moy Huber provided environmental advice.


Involved fees earner: John G. Crowley – Davis Polk & Wardwell; Jennifer Ying Lan – Davis Polk & Wardwell; Michelle Ha – Davis Polk & Wardwell; Amarilice Young – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Gil Savir – Davis Polk & Wardwell; Betty Moy Huber – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Bank of America Merrill Lynch; RBC Capital Markets; Wells Fargo Securities;



Author: Ambrogio Visconti