THE NEW YORK TIMES, MONDAY, NOVEMBER 9, 2020 N B3
TRAVEL
Health declaration forms and
virus tests. Quarantine-on-arrival
(and on return) requirements. In-
fection rates that change by the
day and labyrinthine middle-seat
policies that require an advanced
degree to decipher.
Combine those new hurdles
with the ability to work and virtu-
al-school from anywhere and the
desperate need for a change of
scenery, and some travelers are
kicking the archetypal weekend
getaway to the curb. Trips that
might have been two or three
nights last year now feel too brief
— not worth all the hoops, not
quite enough time away. Instead,
a new pandemic travel pattern
has emerged: not “long week-
ends,” but “short weeks.” And the
people who take them agree:
What a difference a day (or two)
makes.
“You can’t go touristing any-
more like you used to, but week-
ends away — traditionally
crammed into sneaking out of
work slightly early on a Friday in
a dash to have some repose — now
mean heading out on a Wednes-
day night, logging on to work and
coming back Monday night,” said
Tom Caton, the co-founder and
chief revenue officer of AirDNA, a
data firm that analyzes more than
10 million vacation rentals world-
wide.
Summer vacations expanded
this year, with many rental homes
booking up for a month or more.
Custom AirDNA data from sev-
eral key East Coast vacation mar-
kets shows that weekend trips
were longer, too: Although there
were fewer bookings than there
were last year, the average stay
was longer.
In Great Barrington, Mass., in
the Berkshires, summer week-
enders stayed for an average of
4.4 nights — up from three nights
last summer. In Point Pleasant
Beach, N.J., it was about five
nights, up from about three. The
trend will continue into fall. In
East Hampton, N.Y., the average
booking last fall was two nights;
this year, that number will be
about double.
At Discover 7, a luxury travel
agency, weekend trips are now
four nights on average, up from
two last year. Destinations in the
West — Aspen, dude ranches in
Wyoming and Montana — have
been popular this summer and
fall.
“The most dramatic behavioral
shift emerged in the demographic
that can carry their virtual office
in a laptop case,” said Eric
Grayson, the company’s founder
and chief executive. “The knowl-
edge that their vacation can re-
start every time they finish work
creates a very different feeling on
Friday at 6:30.”
Before the pandemic, Marcia
Prentice, a Los Angeles photogra-
pher, spent several weekends a
year visiting her parents and her
brother’s family in Green Bay,
Wis. Around her birthday in Au-
gust, Ms. Prentice, 38, made the
journey for the first time since
February. She stayed five nights.
Before the trip, there were
lengthy discussions with her
mother, who is at an increased risk
for the coronavirus, and two
drive-through coronavirus tests.
“It took so much effort to go —
it’s so much organizing that of
course you want to stay longer,”
Ms. Prentice said. “On top of that,
I didn’t know when I would see
them again, so it was like, OK, let’s
have this really nice quality time
together now.”
Five-night bookings have be-
come increasingly common at
Holiday Park Ace, which rents out
luxury lodges around the United
Kingdom. Last July and August,
bookings of that length accounted
for 8 percent of the business; this
year, the number has jumped to 24
percent.
“This is unsurprising — people
are looking to make the most of a
long holiday in case they don’t get
one in the future, and we are see-
ing this pattern continue into the
holidays,” said Joe Spencer, the
company’s owner.
Longer bookings can help offset
the financial toll of fewer book-
ings. But Mr. Spencer said that
each reservation now carries
more weight, particularly with the
added risk that renters will pull
out because of illness, travel re-
strictions or cold feet.
“If a group books a five-night
stay and cancels last minute, it is a
big problem as we then have to try
and fill the lodges last minute —
and usually the only way we can
do this is by offering it at a dis-
counted price,” he said. “For a
two-night stay, it’s a lot easier to
get it filled.”
Jennifer Grimes, the founder of
Red Cottage Inc., which manages
independently owned rental
homes throughout the Catskills
and the Hudson Valley, has seen
such a year-over-year difference
in booking patterns that she’s
changed the company’s rate
structure. Barring normal season-
al or holiday fluctuations, week-
ends and weekdays now cost the
same.
“We were always functionally
more about weekends, long week-
ends and longer stays for major
holidays,” Ms. Grimes said. “And
now it’s just totally changed. It
doesn’t matter if it’s a Tuesday or a
Saturday night — people want to
get away.”
Red Cottage’s public availabil-
ity calendar shows the “What day
is it?” pandemic-era joke in ac-
tion: There are reservations from
Sunday to Friday, from Friday to
Tuesday and even a Monday
check-in or two. In response, Ms.
Grimes said, the company has
adapted.
“We basically have had to tear
down and rebuild our housekeep-
ing department,” said Ms. Grimes.
“There was a business model that
ran under certain assumptions —
checkout dates, gaps between
bookings. Combine that with the
fact that people are living in these
houses — three meals a day, more
wear and tear — and there has
been a huge shift.”
Short-week stays are also on
the rise at hotels. Club Med Sand-
piper Bay, an all-inclusive resort
between Miami and Orlando, has
seen a 9 percent year-over-year
increase in four- and five-night
reservations from June to Octo-
ber. Four-to-six-night stays are up
55 percent over last year at The
Foundry Hotel, a boutique hotel in
Asheville, N.C. At The London
West Hollywood at Beverly Hills,
the average stay this month is 5.2
nights — double last October’s fig-
ure.
New hotel packages spur — or
reward — guests who submit to an
extra night or two. The fifth night
is free for every four nights
booked at Wyndham Grand Rio
Mar Puerto Rico Golf & Beach Re-
sort; the offer also includes a $50
food-and-drink credit per stay. At
the Hotel del Coronado, near San
Diego, families who stay six
nights or more get discounted
room rates and a $350 resort cred-
it per stay. The WFP: Work From
Paradise package at Conrad
Punta de Mita, in Western Mexico,
includes a $75-per-night resort
credit for rooms booked for at
least four nights.
But for Glen Broomberg, 54, the
real value of a few extra days
away with his wife and three chil-
dren, 13, 11 and 5, goes beyond any
physical perk.
The Broombergs, who live in
Santa Barbara, Calif., had planned
to stay only two nights at the
Farmhouse Inn, in Sonoma
County, at the tail end of July. Tak-
en with the setting, the staff’s hos-
pitality and the Michelin-starred
food, they extended their trip
twice — first to four, then to seven,
nights.
“We kept saying, ‘This is so
much fun. Can we just stay an-
other day, and then another day?’
said Mr. Broomberg.LISA HANEY4 nights
Average length of stays in East
Hampton, N.Y. Last fall, it was two.
By SARAH FIRSHEINGoodbye Long Weekends;
Virus Brings Short Weeks
Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
TEXTRON INC
at
$60.50 NET PER SHARE
by
XCALIBUR AEROSPACE LTD.
a
Xcalibur Aerospace LLC COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 11, 2020, UNLESS THE OFFER IS EXTENDED.
Xcalibur Aerospace Ltd., a United Kingdom corporation (the “Purchaser”) and a wholly-owned subsidiary of Xcalibur Aerospace LLC, a Delaware Company(“Parent”), is offering to purchase all of the
242,961,000 outstanding shares of common stock with par value $0.125 (the “Shares”), of Textron Inc., a Delaware corporation, operating out of 40, Westminster Street, Providence (RI) (“Textron”), at a
purchase price of $60.50 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions set forth
in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, each as may be amended or supplemented from time to time, collectively constitute the “Offer”).
The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned
by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) Xcalibur Aerospace’s Board of Directors having
approved the Offer and the Buy-Out described herein (the “Proposed Buy-Out”) such that, or we are otherwise satisfied in our sole discretion that, the restrictions on business combinations with interested
shareholders set forth in the General Laws of Delaware and any other applicable anti- takeover laws are inapplicable to the Offer and the Proposed Buy-Out, (iii) the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications
under applicable foreign antitrust, competition or Buy-Out control laws applicable to the purchase of Shares under this Offer having been obtained or made as described herein and (iv) Textron Inc. not
having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Textron Inc. or otherwise diminishing the
expected value to Parent of the acquisition of Textron Inc..
Parent and the Purchaser are seeking to negotiate a business combination with Textron Inc.. Subject to applicable law, Parent and the Purchaser reserve the right to amend the Offer (including amending
the number of Shares to be purchased, the Offer Price and the consideration to be offered in the Proposed Buy-Out), including upon entering into a Buy-Out agreement with Textron Inc., or to negotiate a
Buy-Out agreement with Textron Inc. not involving a tender offer pursuant to which the Purchaser would terminate the Offer and the Shares would, upon consummation of such Buy-Out, be converted into
the consideration negotiated by Parent, the Purchaser and Textron Inc..
Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any potential Proxy Solicitation (as defined in the Offer to Purchase) or otherwise. Any such solicitation
will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the Securities and Exchange Commission.
SUMMARY TERM SHEET
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Parent
and the Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The
information concerning Textron Inc. contained herein and elsewhere in the Offer to Purchase has been taken from or is based upon publicly available documents or records of Textron Inc. on file with the
United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and the Purchaser have not independently verified the accuracy and completeness of
such information. Parent and the Purchaser have no knowledge that would indicate that any statements contained herein relating to Textron Inc. taken from or based upon such documents and records filed
with the SEC are untrue or incomplete in any material respect.Who is offering to buy my securities?
We are Xcalibur Aerospace Ltd., a United Kingdom corporation, an aerospace and defence company specializing in the development and manufacturing of high speed unmanned aircraft systems (UCAV).
We are a wholly-owned subsidiary of Xcalibur Aerospace LLC, a Delaware LLC Company (“Parent”). Parent is a diversified global investment company focusing on A&D opportunities. It has four growth
platforms: emerging defence markets, opportunistic, private equity and foreign exchange contract related export credit insurances.
Unless the context indicates otherwise, in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Xcalibur Aerospace Ltd. and, where appropriate, Parent. We use the term “Parent” to refer
to Parent alone, the term the “Purchaser” to refer to Xcalibur Aerospace Ltd.. alone and the terms “Textron Inc.” or the “Company” to refer to Textron Inc..
See the “Introduction” to this Offer to Purchase and Section 8 – “Certain Information Concerning Parent, the Purchaser and Certain Related Persons.”
What are the classes and amounts of securities sought in the Offer?
We are offering to purchase all of the outstanding shares of common stock, $0.125 par value per share, of Textron Inc. on the terms and subject to the conditions set forth in this Offer to Purchase. Unless
the context otherwise requires, in this Offer to Purchase we use the term “Offer” to refer to this offer and the term “Shares” to refer to shares of Textron Inc. common stock that are the subject of the Offer.
See the “Introduction” to this Offer to Purchase and Section 1 – “Terms of the Offer.”
How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions?
We are offering to pay $60.50 per Share net to you, in cash, without interest and subject to any required withholding taxes. We refer to this amount as the “Offer Price.” If you are the record owner of your
Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker
tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will
apply.
See the “Introduction” to this Offer to Purchase.
Why are you making the Offer?
We are making the Offer because we want to acquire control of, and ultimately all of the common stock of, Textron Inc.. If the Offer is consummated, Parent intends, as soon as practicable after consummation
of the Offer, to have us either merge with Textron as an IPO alternative or to consummate a second-step Buy-Out (the “Proposed Buy-Out”) with Textron Inc. pursuant to which each then outstanding Share
(other than Shares held by Parent and its subsidiaries, Shares held in the treasury of the Company, Shares held by any subsidiaries of Textron Inc. and any Shares held by Xcalibur Aerospace’s shareholders
who perfect appraisal rights, if available) would be converted into the right to receive an amount in cash per Share equal to the highest price per Share paid by us pursuant to the Offer, without interest (and
less any applicable withholding taxes). Upon consummation of the Proposed Buy-Out, the Company (Textron Inc.) would be a direct or indirect, wholly-owned subsidiary of Parent.
See Section 11 – “Purpose of the Offer; Plans for Textron Inc.; Statutory Requirements; Approval of the Proposed Buy-Out; Appraisal Rights.”
Do you have the financial resources to make payment?
Yes. The Purchaser estimates that it will need approximately $9 billion to purchase over 51% of the Shares pursuant to the Offer, to make payments in respect of outstanding in-the-money options, to fund
amounts that may become payable under Xcalibur Aerospace’s senior notes, its existing credit facility and to consummate the Proposed Buy-Out, plus related fees and expenses. Parent has entered into a
facilities agreement with Investment Banking partners and Members pursuant to which such credit institutions have committed to provide term loan credit facilities to Parent in the aggregate amount of up
to $11 billion. Parent expects to contribute or otherwise advance funds to enable us to consummate the Offer. Parent expects, based upon the combination of internally available cash and borrowings under
the term loan credit facilities and/or other available committed credit facilities and/or the issue of debt securities in various debt capital markets, to have sufficient cash on hand at the expiration of the Offer
to pay the Offer Price for all Shares in the Offer.
The Offer is not conditioned upon any financing arrangements. See Section 9 – “Source and Amount of Funds.”
Is your financial condition relevant to my decision to tender my Shares in the Offer?
No. The Purchaser does not believe that its financial condition is relevant to a decision by the holders of Shares whether to tender Shares and accept the Offer because: the Offer is being made for all
outstanding Shares solely for cash; the Purchaser, through Parent, will have sufficient funds available to purchase all Shares successfully tendered in the Offer in light of Parent’s financial capacity in relation
to the amount of consideration payable; the Offer is not subject to any financing condition; and if the Purchaser consummates the Offer, it expects to acquire any remaining Shares for the same cash price in
the Proposed Buy-Out.
See Section 9 – “Source and Amount of Funds.”
How long do I have to decide whether to tender my Shares in the Offer?
You will have until 11:59 p.m., New York City time, on Friday, December 11, 2020, to tender your Shares in the Offer, unless we extend the Offer. In addition, if we decide to provide a subsequent offering
period for the Offer as described below, you will have an additional opportunity to tender your Shares. We do not currently intend to provide a subsequent offering period, although we reserve the right to do so.
If you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase
prior to that time.
See Section 1 – “Terms of the Offer” and Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”
Can the Offer be extended and under what circumstances?
Yes. We may, in our sole discretion, extend the Offer at any time or from time to time. We might extend, for instance, if any of the conditions specified in Section 14 – “Certain Conditions of the Offer” are
not satisfied. If we decide to extend the Offer, or if we decide to provide for a subsequent offering period, we will inform Citi Trust Company, London, which is the depositary for the Offer (the “Depositary”),
of that fact and will make a public announcement of the extension, no later than 9:00 a.m. New York City time, on the next business day after the date the Offer was scheduled to expire.
See Section 1 – “Terms of the Offer.”
How will I be notified if the Offer is extended?
If we extend the Offer, we will inform the Depositary of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after
the day on which the Offer was scheduled to expire.
If we elect to provide a subsequent offering period, a public announcement of such determination will be made no later than 9:00 a.m., New York City time, on the next business day following the Expiration
Date.
See Section 1 – “Terms of the Offer.”
Do you intend to undertake a proxy solicitation to replace some or all of Textron Inc. directors with your nominees for directors?
We do not intend, but reserve the right, to nominate, and solicit proxies for the election of, a slate of nominees for election at Textron’s 2021 annual meeting (the “Proxy Solicitation”). Neither this Offer
to Purchase nor the Offer constitutes a solicitation of proxies in connection with the Proxy Solicitation or otherwise. Any such solicitation (including the Proxy Solicitation) will be made only pursuant to
separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC.
What are the most significant conditions to the Offer?
The Offer is conditioned upon, among other things, (i) there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares, which, together with the Shares then owned
by Parent and its subsidiaries (including the Purchaser), represents at least a majority of the total number of Shares outstanding on a fully diluted basis, (ii) Xcalibur Aerospace’s Board of Directors having
approved the Offer and the Proposed Buy-Out such that, or we are otherwise satisfied in our sole discretion that, the restrictions on business combinations with interested shareholders set forth in Chapter
110F of the General Laws of Delaware and Rhode Island and any other applicable anti-takeover laws are inapplicable to the Offer and the Proposed Buy-Out, (iii) the waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase of Shares under this Offer having expired or been terminated as described herein, and any other approvals or notifications
under applicable foreign antitrust, competition or Buy-Out control laws applicable to the purchase of Shares under this Offer having been obtained or made as described herein and (iv) Textron Inc. not
having entered into or effectuated any agreement or transaction with any person or entity having the effect of impairing the Purchaser’s or Parent’s ability to acquire Textron Inc. or otherwise diminishing the
expected value to Parent of the acquisition of Textron Inc..
These and other conditions to our obligation to purchase Shares tendered in the Offer are described in greater detail in “Introduction” and in Section 14 – “Certain Conditions of the Offer.”
How do I tender my Shares?
If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by delivering the certificates representing your Shares, together with a completed and signed Letter of
Transmittal and any other documents required by the Letter of Transmittal, to the Depositary, not later than the date and time the Offer expires. The Letter of Transmittal is enclosed with this Offer to Purchase.
If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, the institution that holds your Shares can tender your Shares on your behalf, and may be
able to tender your Shares through the Depositary. You should contact the institution that holds your Shares for more details.
If you are unable to deliver everything that is required to tender your Shares to the Depositary by the expiration of the Offer, you may obtain a limited amount of additional time by having a broker, a bank
or another fiduciary that is an eligible institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. To validly tender Shares in this
manner, however, the Depositary must receive the missing items within the time period specified in the notice.
See Section 3 – “Procedures for Accepting the Offer and Tendering Shares.”
Until what time may I withdraw previously tendered Shares?
You may withdraw your previously tendered Shares at any time until the Offer has expired. In addition, if we have not accepted your Shares for payment by December 18, 2020, you may withdraw them at
any time after that date until we accept Shares for payment. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. See
Section 4 – “Withdrawal Rights.”
How do I withdraw previously tendered Shares?
To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw
Shares. If you tendered Shares by giving instructions to a broker, banker or other nominee, you must instruct the broker, banker or other nominee to arrange for the withdrawal of your Shares. See Section
4 – “Withdrawal Rights.”
What does Textron’s Board of Directors think of the Offer?
The Board of Directors of Textron Inc. has been informed of the proposal by us to acquire all outstanding Shares for $60.50 per Share in cash and we are awaiting for them to engage in meaningful discussions
regarding our proposal and interest in a transaction. The Board of Directors of Textron Inc. has not approved or disapproved the Offer at this time. Within ten business days after the date of this Offer to
Purchase, Textron Inc. is required by law to publish, send or give to you (and file with the SEC) a statement as to whether it recommends acceptance or rejection of the Offer, that it has no opinion with respect
to the Offer or that it is unable to take a position with respect to the Offer. See Section 10 – “Background of the Offer; Past Contacts or Negotiations with Textron Inc..”
If I decide not to tender, how will the Offer affect my Shares?
If, pursuant to the Offer, we accept for payment and pay for at least that number of Shares that, when added to Shares then owned by Parent or any of its subsidiaries, shall constitute a majority of the
outstanding Shares on a fully diluted basis, we currently intend, as soon as practicable after consummation of the Offer, to seek to have Textron Inc. consummate the Proposed Buy-Out or other similar
business combination with us or another subsidiary of Parent, pursuant to which each then outstanding Share not owned by Parent or us (or our respective subsidiaries) would be converted into the right to
receive an amount in cash equal to the highest price per Share paid in the Offer.
Therefore, if the Offer and the Proposed Buy-Out are consummated, the only difference to you between tendering your Shares and not tendering your Shares in the Offer is that you will be paid earlier if you
tender your Shares in the Offer. However, depending on merger plans or if the Offer is consummated, but the Proposed Buy-Out is not consummated, the number of Textron Inc. shareholders and the number
of Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market (or, possibly, there may not be any public trading market) for the Shares. Also, as
described below, Textron Inc. may cease making filings with the SEC or otherwise may not be required to comply with the rules relating to publicly held companies.
See the “Introduction” to this Offer to Purchase and Section 12 – “Certain Effects of the Offer.”
If a majority of the Shares are tendered and accepted for payment, will Textron Inc. continue as a public company?
If the Proposed Buy-Out takes place, Textron Inc. will no longer be publicly owned. Even if the Proposed Buy-Out does not take place, if we purchase all the tendered Shares, there may be so few remaining
shareholders and publicly held Shares that the Shares will no longer be eligible to be traded on a securities exchange, there may not be a public trading market for the Shares, and Textron Inc. may cease
making filings with the SEC or otherwise cease being required to comply with the SEC rules relating to publicly-held companies.
See Section 12 – “Certain Effects of the Offer.”
What is the market value of my Shares as of a recent date?
On November 5, 2020, the last full day of trading before the commencement of the Offer, the reported opening sales price of the Shares on NYSE was $38.06 per Share. The Offer Price represents a premium
of over 50% over the average 6-month trailing stock price. We encourage you to obtain a recent quotation for Shares of Textron Inc. common stock in deciding whether to tender your Shares.
See Section 6 – “Price Range of Shares.”
Will I have appraisal rights in connection with the Offer or the Proposed Buy-Out?
You do not have appraisal rights as a result of the Offer.
Moreover, you may not have appraisal rights if the Proposed Buy-Out is consummated following consummation of the Offer.
See Section 11 – “Purpose of the Offer; Plans for Textron Inc.; Statutory Requirements; Approval of the Proposed Buy-Out; Appraisal Rights.”
What are the material United States federal income tax consequences of tendering Shares pursuant to the Offer or receiving cash pursuant to the Proposed Buy-Out?
The receipt of cash in exchange for your Shares in the Offer or the Proposed Buy-Out will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under
applicable state, local or foreign income or other tax laws. You will generally recognize gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in
the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Proposed Buy-Out. This gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or
exchange. Certain limitations apply to the use of any capital losses. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer.
We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Proposed Buy-Out.
Who should I call if I have questions about the Offer?
You may contact Xcalibur Aerospace Ltd, or its agents, as disclosed on the Xcalibur Aerospace Ltd. website (www.xcaliburaero.co.uk), together with the full text of the Schedule TO, as of November 10th,
2020, 1PM , London UK time. The Schedule TO is expected to be filed with the SEC on November 10th, 2020.Securities Sought: All of the issued and outstanding 242,961,000 shares of common stock of Textron Inc. Corporation with par value of $0.125 per common share.Price Offered Per Share: $60.50 in cash, without interest thereon and subject to any required withholding taxesScheduled Expiration of Offer: 11:59 p.m., New York City time, on Friday, December 11, 2020, unless the Offer is otherwise extended. See Section 1 – “Terms of the Offer.”Purchaser: Xcalibur Aerospace Ltd., a wholly owned subsidiary of Xcalibur Aerospace LLC, a Delaware LLC Company.