L-3 Communications (NYSE:LLL) announced today the pricing terms
of the previously announced cash tender offer by L-3 Communications
Corporation (“L-3”), its wholly owned subsidiary, for up to $300
million aggregate principal amount of certain of its notes.
Holders of notes who tender and do not validly withdraw their
notes at or before 5:00 p.m., New York City time, on December 18,
2015 (the early tender date), and which are accepted for purchase
by L-3, are eligible to receive the total consideration as set
forth in the table below. The total consideration (including the
applicable reference yields) listed in the table was determined at
2:00 p.m., New York City time, on December 18, 2015.
The total consideration for each series of notes includes an
early tender premium of $30 per $1,000 principal amount of notes
validly tendered and not validly withdrawn by such holders and
accepted for purchase by L-3.
Title of Security CUSIP No.
Acceptance Priority Level
Reference U.S. Treasury Security
Reference Yield Fixed Spread
Total Consideration(1)(2) 3.95% Notes
due 2024 502413 BD8 1
2.25% UST dueNovember 15, 2025
2.190%
195 bps
$ 986.57
1.50% Notes due 2017 502413 BC0 2
0.875% UST dueNovember 30, 2017
0.960%
125 bps
$ 990.03
3.95% Notes due 2016 502413 BB2 3
0.875% UST dueNovember 30, 2017
0.960%
50 bps
$ 1,022.10
______________________________
(1) Per $1,000 principal
amount of notes that are tendered and accepted for purchase.
(2) The total
consideration includes the early tender premium of $30 per $1,000
principal amount of notes.
All payments for notes purchased in connection with the early
tender date will also include accrued and unpaid interest on the
principal amount of notes tendered up to, but not including, the
initial settlement date, which is currently expected to be December
22, 2015.
Subject to the terms and conditions of the tender offer,
including the tender cap of $300 million and associated proration
procedures, L-3 expects it will accept for purchase all of the
notes validly tendered and not validly withdrawn at or prior to the
early tender date.
Holders of notes who validly tender their notes after the early
tender date will, if such notes are accepted by L-3, receive the
tender consideration, which is equal to the total consideration
minus $30 per $1,000 principal amount of notes tendered by
such holders and accepted for purchase by L-3. Accrued and unpaid
interest up to, but excluding, the applicable settlement date will
be paid in cash on all validly tendered notes accepted and
purchased by L-3 in the tender offer.
The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on January 5, 2016, unless extended or earlier
terminated.
In accordance with the terms of the tender offer, the withdrawal
date is 5:00 p.m., New York City time, on December 18, 2015. As a
result, tendered notes may not be withdrawn after this time, except
in certain limited circumstances where additional withdrawal rights
are required by law.
The tender offer is being conducted upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated
December 7, 2015, and the related Letter of Transmittal.
L-3 has retained Deutsche Bank Securities, BofA Merrill Lynch
and Wells Fargo Securities to serve as dealer managers for the
tender offer and has retained D.F. King & Co., Inc. to serve as
tender agent and information agent for the tender offer.
Requests for documents relating to the tender offer may be
directed to D.F. King & Co., Inc. by telephone at (877)
896-3192, by email at L3@dfking.com or in writing at 48 Wall
Street, 22nd Floor, New York, New York, 10005. Questions regarding
the tender offer may be directed to Deutsche Bank Securities at
(866) 627-0391, to BofA Merrill Lynch at (888) 292-0070 or to Wells
Fargo Securities at (866) 309-6316.
This press release is not a tender offer to purchase or a
solicitation of acceptance of a tender offer, which may be made
only pursuant to the terms of the Offer to Purchase. In any
jurisdiction where the laws require the tender offer to be made by
a licensed broker or dealer, the tender offer will be deemed made
on behalf of L-3 by the dealer managers, or one or more registered
brokers or dealers under the laws of such jurisdiction. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Any such securities will be offered only by means of
a prospectus, including a prospectus supplement relating to such
securities, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Headquartered in New York City, L-3 employs approximately 38,000
people worldwide and is a leading provider of a broad range of
communication and electronic systems and products used on military
and commercial platforms. L-3 is also a prime contractor in
aerospace systems. The company expects 2015 sales of $10.4 billion,
excluding National Security Solutions (NSS).
To learn more about L-3, please visit the company’s website at
www.L-3com.com. L-3 uses its website
as a channel of distribution of material company information.
Financial and other material information regarding L-3 is routinely
posted on the company’s website and is readily accessible.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995Except for historical information contained
herein, the matters set forth in this news release are
forward-looking statements. Statements that are predictive in
nature, that depend upon or refer to events or conditions or that
include words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” “will,” “could” and similar expressions
are forward-looking statements. The forward-looking statements set
forth above involve a number of risks and uncertainties that could
cause actual results to differ materially from any such statement,
including the risks and uncertainties discussed in the company’s
Safe Harbor Compliance Statement for Forward-Looking Statements
included in the company’s recent filings, including Forms 10-K and
10-Q, with the Securities and Exchange Commission. The
forward-looking statements speak only as of the date made, and the
company undertakes no obligation to update these forward-looking
statements.
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