UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2009
TEXTRON FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-15515 (Commission File Number) |
05-6008768 (IRS Employer Identification Number) |
40 Westminster Street, P.O. Box 6687, Providence, Rhode Island (Address of principal executive offices) |
02940-6687 (Zip Code) |
Registrants telephone number, including area code: (401) 621-4200
N/A
(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:
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 November 12, 2009, Textron Financial Corporation (Textron Financial) made a capital
contribution to its affiliate, Textron Financial Floorplan Master Note Trust (the Trust), in the
approximate amount of $531 million in order to enable the Trust to repay all of its outstanding
notes (the Repayment) issued pursuant to the Amended and Restated Indenture dated as of May 26,
2005 (the Indenture) by and between the Trust and The Bank of New York Mellon, as indenture
trustee (the Indenture Trustee), and certain supplements thereto. In connection with the
Repayment, all remaining dealer floorplan receivables and other assets (the Conveyed Assets) held
by the Trust were conveyed to Textron Financial, and the Trust was dissolved.
Consistent with Textron Financials previously announced exit from all of the commercial
finance business of Textron Financial, other than that portion of the business directly supporting
the financing of customer purchases of products manufactured by its parent, Textron Inc., the
Repayment enables Textron Financial to sell the Conveyed Assets to third parties. As of the date
of this filing, Textron Financial has sold to a third party approximately $135 million of the
Conveyed Assets at par and has entered into an agreement to sell an additional approximately $175
million of the Conveyed Assets, also at par, to another third party.
In connection with the Repayment, Textron Financial and the Trust terminated the following
agreements: (i) the Amended and Restated Receivables Purchase Agreement dated as of May 26, 2005 by
and between Textron Financial and Textron Receivables Corporation III, a subsidiary of Textron
Financial (TRC III); (ii) an Amended and Restated Sale and Servicing Agreement dated as of May
26, 2005 by and among the Trust, as issuer, TRC III, as transferor, Textron Financial, as servicer,
and the Indenture Trustee; (iii) the Indenture; (iv) the Amended and Restated Trust Agreement dated
as of May 26, 2005 by and among Textron Financial, TRC III and U.S. Bank Trust National
Association, as owner trustee; and (v) the Amended and Restated Administration Agreement dated as
of May 26, 2005 by and among Textron Financial, TRC III and the Indenture Trustee (collectively,
the Agreements). The Agreements were filed as Exhibits to Textron Financials report on Form 8-K
filed on June 1, 2005.
Forward-Looking Information
Certain statements in this Current Report on Form 8-K and other oral and written statements made by
us from time to time are forward-looking statements, including those that discuss strategies,
goals, outlook or other non-historical matters, or project revenues, income, returns or other
financial measures. These forward-looking statements speak only as of the date on which they are
made, and we undertake no obligation to update or revise any forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that may cause actual results to
differ materially from those contained in the statements, including the risk factors contained in
our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q and the following: (a) the
risk that the Repayment and transfer back to Textron Financial of the Conveyed Assets may result in
greater losses to Textron Financial than if the securitization had continued to amortize through
repayment of the obligations of the Trust; (b) Textron Financials ability to realize full value of
receivables; (c) Textron Financials ability to successfully exit from its commercial finance
business, other than the captive finance business, including effecting an orderly liquidation or
sale of certain portfolios and businesses; (d) uncertainty in estimating market value of Textron
Financials receivables held for sale and reserves for Textron Financials receivables to be
retained; (h) uncertainty in estimating contingent liabilities and establishing reserves to address
such contingencies; (i) risks and uncertainties related to dispositions, including difficulties or
unanticipated expenses in connection with the consummation of dispositions; (j) the risk that the
pending agreement[s] to sell certain of the Conveyed Assets may not result in a consummated sale;
(k) bankruptcy or other financial problems at customers that could cause difficulty in collecting
amounts owed by such customers; and (l) continued volatility in the economy resulting in a
prolonged downturn in the markets in which we do business.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
TEXTRON FINANCIAL CORPORATION (Registrant) |
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Date: November 18, 2009 | By: | /s/ Thomas J. Cullen | ||
Name: | Thomas J. Cullen | |||
Title: | Executive Vice President and Chief Financial Officer |
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