L-3 Communications (NYSE:LLL) announced today that pursuant to
the previously announced cash tender offer by L-3 Communications
Corporation (“L-3”), its wholly owned subsidiary, approximately
$840 million aggregate principal amount of the notes listed in the
table below were validly tendered and not validly withdrawn at or
prior to 5:00 p.m., New York City time, on December 18, 2015, the
early tender date for the tender offer.
The table below sets forth the aggregate principal amount of
each series of notes subject to the tender offers that were validly
tendered and not validly withdrawn at or prior to the early tender
date.
Title of Security CUSIP No.
AggregatePrincipal
Amount Outstanding
AcceptancePriority
Level
AggregatePrincipal
AmountTendered
AnticipatedAggregatePrincipal Amountto be
Accepted
3.95% Notes due 2024 502413 BD8 $ 650,000,000
1
$ 456,259,000
$ 300,000,000
1.50% Notes due 2017 502413 BC0 $ 350,000,000 2
$ 177,841,000
$ 0
3.95% Notes due 2016 502413 BB2 $ 500,000,000 3
$ 205,562,000
$ 0
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notes validly tendered and not validly withdrawn at or prior to the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. The settlement date for the notes accepted by
L-3 in connection with the early tender date is currently expected
to be on December 22, 2015.
The pricing terms were determined at 2:00 p.m., New York City
time, on December 18, 2015. 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.
Holders of notes subject to the tender offer who validly
tendered and did not validly withdraw their notes at or prior to
the early tender date are eligible to receive the previously
announced total consideration, which includes an early tender
premium of $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 not including, the settlement date will be paid
in cash on all validly tendered notes accepted and purchased by L-3
in the tender offer.
In accordance with the terms of the tender offer, the withdrawal
date was 5:00 p.m., New York City time, on December 18, 2015. As a
result, tendered notes may no longer be withdrawn, except in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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L-3Corporate Communications212-697-1111
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