L3 Technologies, Inc. (NYSE:LLL) (“L3”) announced today that it
has commenced cash tender offers (the "Tender Offers") for any and
all of the $1,000,000,000 outstanding aggregate principal amount of
its 5.20% Senior Notes due 2019 (the "2019 Notes") and any and all
of the $800,000,000 outstanding aggregate principal amount of its
4.75% Senior Notes due 2020 (together with the 2019 Notes, the
"Notes").
Certain information regarding the Notes and the pricing for the
Tender Offers is set forth in the table below.
Title ofSecurity
CUSIPNumber
AggregatePrincipalAmountOutstanding
U.S.
TreasuryReferenceSecurity
BloombergReferencePage
FixedSpread
HypotheticalTender
OfferConsideration(1)(2)
5.20%SeniorNotes due2019
502413AY3
$1,000,000,000
1.00% U.S.T.due October15, 2019
FIT4
+30bps
$1,034.23
4.75%SeniorNotes due2020
502413AZ0
$800,000,000
2.50% U.S.T.due May 31,2020
FIT1
+25bps
$1,043.24
(1) Per $1,000 principal amount. (2)
Hypothetical Tender Offer Consideration
with respect to each series of notes is calculated on the basis of
pricing for the applicable U.S. Treasury Reference Security as of
2:00 p.m., New York City time, on May 29, 2018 and a Settlement
Date (as defined below) on June 6, 2018. The actual Tender Offer
Consideration (as defined below) payable with respect to each
series of notes pursuant to the Tender Offers will be calculated
and determined as set forth in the offer to purchase, dated May 30,
2018 (the "Offer to Purchase").
The Tender Offers consist of offers on the terms and conditions
set forth in the Offer to Purchase, and the related letter of
transmittal and notice of guaranteed delivery (as they may each be
amended or supplemented from time to time, the "Tender Offer
Documents"), to purchase for cash any and all of the Notes.
The Tender Offers will expire at 5:00 p.m., New York City time,
on June 5, 2018, unless extended or earlier terminated (such time
and date, as the same may be extended, the "Expiration Date").
Holders of Notes must validly tender (including by notice of
guaranteed delivery) and not validly withdraw their Notes prior to
or at the Expiration Date to be eligible to receive the Tender
Offer Consideration.
Holders who validly tender their Notes may validly withdraw
their tendered Notes at any time prior to the earlier of (i) the
Expiration Date and (ii) if the Tender Offers are extended, the
10th business day after commencement of the Tender Offers. Notes
may also be validly withdrawn at any time after the 60th business
day after commencement of the Tender Offers if for any reason the
Tender Offers have not been consummated by that date.
The "Tender Offer Consideration" for each $1,000 principal
amount of Notes validly tendered and accepted for purchase pursuant
to the Tender Offers will be determined in the manner described in
the Tender Offer Documents by reference to a fixed spread specified
in the table above with respect to each series of Notes plus the
yield based on the bid-side price of the U.S. Treasury Reference
Security specified in the table above with respect to each series
of Notes at 2:00 p.m., New York City time, on June 5, 2018, unless
extended or earlier terminated.
Holders will also receive accrued and unpaid interest on Notes
validly tendered and accepted for purchase from the last interest
payment date up to, but not including, the date the Company
initially makes payment for such Notes, which date is anticipated
to be June 6, 2018 (the "Settlement Date"). Notes tendered by
notice of guaranteed delivery and accepted for purchase will be
purchased on the third business day after the Expiration Date but
payment of accrued interest on such Notes will only be made to, but
not including, the Settlement Date.
L3 intends to fund the purchase price for the Notes tendered in
the Tender Offers with the proceeds from a concurrent offering of
senior notes (the "New Notes ") and cash on hand. The Tender Offers
are contingent upon the receipt of the net proceeds from the
offering of the New Notes Offering (unless waived). Additional
terms and conditions of the Tender Offers are set forth in the
Tender Offer Documents.
Holders are urged to read the Tender Offer Documents carefully
before making any decision with respect to the Tender Offers.
Copies of the Tender Offer Documents are available at
http://www.dfking.com/L3 or may be obtained from D.F. King &
Co., Inc., the Information Agent for the Tender Offers, at (866)
304-5477 (toll-free) or (212) 269-5550 (banks and brokers).
Questions regarding the Tender Offers may be directed to the Dealer
Manager for the Tender Offers, BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-3907 (collect).
This press release is neither an offer to purchase nor a
solicitation to buy any of the Notes, the New Notes or any other
securities of L3, nor is it a solicitation for acceptance of the
Tender Offers. L3 is making the Tender Offers only by, and pursuant
to the terms of, the Tender Offer Documents. The Tender Offers are
not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of L3, the Dealer
Manager, the Tender Agent or the Information Agent makes any
recommendation in connection with the Tender Offers.
Headquartered in New York City, L3 Technologies employs
approximately 31,000 people worldwide and is a leading provider of
a broad range of communication, electronic and sensor systems used
on military, homeland security and commercial platforms. L3 is also
a prime contractor in aerospace systems, security and detection
systems, and pilot training. The company reported 2017 sales of
$9.6 billion.
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. Unless otherwise specified in
the Offer to Purchase, information posted on our website does not
constitute a part of the Tender Offers.
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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