L3 Technologies, Inc. Announces the Expiration of Its Tender Offers for Any & All of Its Outstanding 5.20% Senior Notes Due 2...
June 05 2018 - 6:59PM
Business Wire
L3 Technologies, Inc. (NYSE:LLL) (“L3”) announced today the
expiration of the previously announced 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 (the
“2020 Notes” and, together with the 2019 Notes, the “Notes”).
The Tender Offers expired at 5:00 p.m., New York
City time, on June 5, 2018 (the “Expiration
Date”). As of the expiration of the Tender
Offers, $682,446,000 or 68.24% of
the $1,000,000,000 aggregate principal amount of the 2019
Notes and $535,432,000 or 66.93% of
the $800,000,000 aggregate principal amount of the 2020
Notes had been validly tendered and not withdrawn in the Tender
Offers. L3 accepted for purchase all of the Notes validly
tendered and delivered (and not validly withdrawn) in the Tender
Offers at or prior to the Expiration Date. Payment for the
Notes purchased pursuant to the Tender Offers is intended to be
made on June 6, 2018 (the “Settlement Date”).
The consideration to be paid under the Tender Offers will be
$1,032.82 per $1,000 principal amount of the 2019 Notes and
$1,040.92 per $1,000 principal amount of the 2020 Notes, plus, in
each case, accrued and unpaid interest to, but not including, the
Settlement Date. The total consideration to be paid under the
Tender Offers of $1,277,174,374 including accrued and unpaid
interest will be funded from a portion of the net proceeds from
L3's recently announced concurrent offering of senior notes (the
“New Notes Offering”). The Tender Offers are contingent upon the
receipt of the net proceeds from the New Notes Offering (unless
waived).
The Tender Offers were made pursuant to L3’s offer to purchase
dated May 30, 2018, the related letter of transmittal and notice of
guaranteed delivery. BofA Merrill Lynch acted as Dealer Manager for
the Tender Offers. This press release is neither an offer to
purchase nor a solicitation to buy any of the Notes nor is it a
solicitation for acceptance of the Tender Offers.
L3 intends to redeem any Notes that were not tendered in the
Tender Offers in accordance with the terms of the indentures
governing the Notes, but L3 is not obligated to do so. This press
release does not constitute a notice of redemption of the
Notes.
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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