Harris Corporation (NYSE: HRS) (“Harris”) and L3 Technologies,
Inc. (NYSE: LLL) (“L3”) today announced that, in connection with
the anticipated combination of Harris and L3, Harris has commenced
offers to eligible holders to exchange (each an “Exchange Offer”
and collectively, the “Exchange Offers”) any and all outstanding
notes issued by L3 as set forth in the table below (the “Existing
L3 Notes”) for (1) up to $3,350,000,000 aggregate principal amount
of new notes issued by Harris (the “New Harris Notes”) and (2)
cash.
The following table sets forth the Exchange Consideration, Early
Tender Premium and Total Exchange Consideration for each series of
Existing L3 Notes:
Title of Series/ CUSIPNumber of
Existing L3Notes
Maturity Date
AggregatePrincipal
AmountOutstanding
ExchangeConsideration(1)
Early
TenderPremium(1)
Total
ExchangeConsideration(1)(2)
4.950% Senior Notes
due 2021 / 502413BA4
February 15, 2021 $650,000,000 $970 principal amount of New Harris
4.950% Senior Notes due 2021 and $1.00 in cash $30 principal amount
of New Harris 4.950% Senior Notes due 2021 $1,000 principal amount
of New Harris 4.950% Senior Notes due 2021 and $1.00 in cash
3.850% Senior Notes
due 2023 / 502413BF3
June 15, 2023 $800,000,000 $970 principal amount of New Harris
3.850% Senior Notes due 2023 and $1.00 in cash $30 principal amount
of New Harris 3.850% Senior Notes due 2023 $1,000 principal amount
of New Harris 3.850% Senior Notes due 2023 and $1.00 in cash
3.950% Senior Notes
due 2024 / 502413BD8
May 28, 2024 $350,000,000 $970 principal amount of New Harris
3.950% Senior Notes due 2024 and $1.00 in cash $30 principal amount
of New Harris 3.950% Senior Notes due 2024 $1,000 principal amount
of New Harris 3.950% Senior Notes due 2024 and $1.00 in cash
3.850% Senior Notes
due 2026 / 502413BE6
December 15, 2026 $550,000,000 $970 principal amount of New Harris
3.850% Senior Notes due 2026 and $1.00 in cash $30 principal amount
of New Harris 3.850% Senior Notes due 2026 $1,000 principal amount
of New Harris 3.850% Senior Notes due 2026 and $1.00 in cash
4.400% Senior Notes
due 2028 / 502413BG1
June 15, 2028 $1,000,000,000 $970 principal amount of New Harris
4.400% Senior Notes due 2028 and $1.00 in cash $30 principal amount
of New Harris 4.400% Senior Notes due 2028 $1,000 principal amount
of New Harris 4.400% Senior Notes due 2028 and $1.00 in cash
(1)
For each $1,000 principal amount of
Existing L3 Notes accepted for exchange.
(2)
Includes Early Tender Premium.
In conjunction with the Exchange Offers, L3 is soliciting
consents (each, a “Consent Solicitation” and, collectively, the
“Consent Solicitations”) to adopt certain proposed amendments to
each of the indentures governing the Existing L3 Notes to eliminate
certain of the covenants, restrictive provisions, events of default
and subsidiary guarantee provisions from such indentures.
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
May 30, 2019 (the “Offering Memorandum and Consent Solicitation
Statement”).
Each Exchange Offer and Consent Solicitation is conditioned upon
the completion of the other Exchange Offers and Consent
Solicitations, although Harris may waive such condition at any time
with respect to an Exchange Offer. Any waiver of a condition by
Harris with respect to an Exchange Offer will automatically waive
such condition with respect to the corresponding Consent
Solicitation, as applicable.
In addition, the Exchange Offers and Consent Solicitations are
conditioned upon the consummation of the transactions contemplated
by the Agreement and Plan of Merger, dated as of October 12, 2018
(as it may be amended from time to time, the “Merger Agreement”),
by and among Harris, L3 and Leopard Merger Sub Inc., a wholly-owned
subsidiary of Harris (“Merger Sub”), pursuant to which Merger Sub
will be merged with and into L3 with L3 surviving the merger as a
wholly-owned subsidiary of Harris (the “Merger”). Harris will be
renamed “L3Harris Technologies, Inc.” upon consummation of the
Merger.
Harris, in its sole discretion, may modify or terminate the
Exchange Offers and may extend the Early Tender Date (as defined
herein), Expiration Date (as defined herein) or any payment date
with respect to the Exchange Offers, subject to applicable law. Any
such modification, termination or extension by Harris will
automatically modify, terminate or extend the corresponding Consent
Solicitation, as applicable.
Holders who validly tender their Existing L3 Notes at or prior
to 5:00 p.m., New York City time, on June 12, 2019, unless extended
(the “Early Tender Date”), will be eligible to receive, on the
settlement date, the applicable Total Exchange Consideration as set
forth in the table above, which includes the applicable Early
Tender Premium as set forth in the table above, for all such
Existing L3 Notes that are accepted. Holders who validly tender
their Existing L3 Notes after the Early Tender Date but prior to
12:01 a.m., New York City time, on July 1, 2019, unless extended
(the “Expiration Date”), will not be eligible to receive the
applicable Early Tender Premium and, accordingly, will be eligible
to receive, on the settlement date, only the applicable Exchange
Consideration as set forth in the table above, for all such
Existing L3 Notes that are accepted. The settlement date will be
promptly after the Expiration Date and is expected to be within
three business days after the Expiration Date.
Documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders of
Existing L3 Notes who certify that they are either (a) a “Qualified
Institutional Buyer” as that term is defined in Rule 144A under the
Securities Act of 1933 (the “Securities Act”), or (b) a person that
is outside the “United States” and that (i) is not a “U.S. person,”
as those terms are defined in Rule 902 under the Securities Act,
(ii) is not an “EEA Retail Investor” (as defined in the Offering
Memorandum and Consent Solicitation Statement) and (iii) is not
located in Canada. The complete terms and conditions of the
Exchange Offers and Consent Solicitations are described in the
Offering Memorandum and Consent Solicitation Statement, a copy of
which may be obtained by contacting D.F. King & Co., Inc., the
exchange agent and information agent in connection with the
Exchange Offers and Consent Solicitations, at (866) 304-5477 (U.S.
toll-free) or (212) 269-5550 (banks and brokers) or
harris@dfking.com. The eligibility form is available electronically
at: https://www.dfking.com/hrs.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New Harris Notes have not been and will not be registered
under the Securities Act or any state securities laws. Therefore,
the New Harris Notes may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
About Harris CorporationHarris Corporation is a leading
technology innovator, solving customers’ toughest mission-critical
challenges by providing solutions that connect, inform and protect.
Harris supports government and commercial customers in more than
100 countries and has approximately $6 billion in annual revenue.
The company is organized into three business segments:
Communication Systems, Electronic Systems and Space and
Intelligence Systems. Learn more at harris.com.
About L3 Technologies, Inc.With headquarters in New York
City and approximately 31,000 employees worldwide, L3 develops
advanced defense technologies and commercial solutions in pilot
training, aviation security, night vision and EO/IR, weapons,
maritime systems and space. L3 is organized into three business
segments: Intelligence, Surveillance and Reconnaissance Systems,
Communications and Networked Systems and Electronic Systems. To
learn more about L3, please visit the company’s website at
www.L3T.com. L3 uses its website as a channel of distribution of
material company information. Financial and other material
information regarding L3 is routinely posted on the company’s
website and is readily accessible.
Forward-Looking StatementsAll statements other than
historical facts may be forward-looking statements; words such as
“may,” “will,” “should,” “likely,” “projects,” “financial
guidance,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions are used to
identify forward-looking statements. L3 and Harris caution
investors that these statements are subject to risks and
uncertainties, many of which are difficult to predict and generally
beyond L3’s and Harris’ control, that could cause actual results to
differ materially from those expressed in, or implied or projected
by, the forward-looking information and statements. In addition to
factors previously disclosed in L3’s and Harris’ reports filed with
the SEC and those identified elsewhere in this communication, the
following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical
performance: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of
L3 and Harris to terminate the definitive merger agreement between
L3 and Harris; the outcome of any legal proceedings that have been
or may be instituted against L3, Harris or their respective
directors; the ability to obtain regulatory approvals and satisfy
other closing conditions to the merger in a timely manner or at
all, including the risk that regulatory approvals required for the
merger are not obtained or are obtained subject to conditions that
are not anticipated; delay in closing the merger; difficulties and
delays in integrating the L3 and Harris businesses or fully
realizing anticipated cost savings and other benefits; business
disruptions from the proposed merger that may harm L3’s or Harris’
businesses, including current plans and operations; any
announcement relating to the proposed transaction could have
adverse effects on the ability of L3 or Harris to retain and hire
key personnel or maintain relationships with suppliers and
customers, including the U.S. government and other governments, or
on L3’s or Harris’ operating results and businesses generally; the
risk that the announcement of the proposed transaction could have
adverse effects on the market price of either or both of L3’s and
Harris’ common stock and the uncertainty as to the long-term value
of the common stock of the combined company following the merger;
certain restrictions during the pendency of the merger that may
impact L3’s or Harris’ ability to pursue certain business
opportunities or strategic transactions; the business, economic and
political conditions in the markets in which L3 and Harris operate;
and events beyond L3’s and Harris’ control, such as acts of
terrorism.
These forward-looking statements speak only as of the date of
this communication or as of the date they were made, and neither L3
nor Harris undertakes any obligation to update forward-looking
statements. For a more detailed discussion of these factors, also
see the information under the captions “Cautionary Statement
Regarding Forward-Looking Statements” and “Risk Factors” in L3’s
and Harris’ Joint Proxy Statement/Prospectus that forms part of the
Registration Statement on Form S-4 filed by Harris and the captions
“Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in L3’s and Harris’
most recent reports on Form 10-K for the years ended December 31,
2018 and June 29, 2018, respectively, and any material updates to
these factors contained in any of L3’s and Harris’ subsequent and
future filings.
As for the forward-looking statements that relate to future
financial results and other projections, actual results will be
different due to the inherent uncertainties of estimates, forecasts
and projections and may be better or worse than projected and such
differences could be material. Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results. Given these
uncertainties, you should not place any reliance on these
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190530005505/en/
Jim BurkeHarris
Corporationjim.burke@harris.com321-727-9131
Jennifer BartonL3
TechnologiesJennifer.Barton@L3T.com212-805-5356
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