ITEM 8.01. — Other Events.
Expiration of Cash Tender Offers
On May 30, 2018, L3 Technologies, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it had commenced cash tender offers (the “Tender Offers”) for any and all of its 5.20% Senior Notes due 2019 (the “2019 Notes”) and its 4.75% Senior Notes due 2020 (together with the 2019 Notes, the “Existing Notes”). The complete terms and conditions of the Tender Offers were set forth in an offer to purchase and related letter of transmittal and notice of guaranteed delivery (collectively, the “Tender Offer Documents”). The Tender Offers expired at 5:00 p.m., New York City time, on June 5, 2018.
The applicable consideration was $1,032.82 and $1,040.92 per $1,000 principal amount of the 2019 Notes and 2020 Notes, respectively plus accrued and unpaid interest from the last interest payment date up to, but not including, June 6, 2018 (the “Settlement Date”). Existing Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on June 8, 2018, but payment of accrued interest on such Existing Notes will only be made to, but not including, the Settlement Date.
A copy of the press release regarding the pricing of the Tender Offers is furnished as Exhibit 99.3 to this Current Report on Form 8-K and a copy of the press release regarding the expiration and settlement of the tender Offers is furnished as Exhibit 99.4 to this Current Report on Form 8-K.
Completion of Senior Notes Offerings
On June 6, 2018 the Company completed its public offering of $1.8 billion in senior notes. These senior notes are comprised of $800 million aggregate principal amount of 3.85% senior notes, due 2023 and $1.0 billion aggregate principal amount of 4.40% senior notes due 2028 (collectively, the “Senior Notes Offerings”). The Senior Notes Offering was completed pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc. and the other several underwriters named in Schedule A of the Underwriting Agreement. A copy of the Underwriting Agreement is filed herewith as Exhibit 99.1.
In connection with the Senior Notes Offerings, on June 6, 2018, the Company and the Subsidiary Guarantors entered into a Tenth Supplemental Indenture (the “Tenth Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to an indenture (the “Base Indenture”) entered into on May 21, 2010 (the “Base Indenture”, and together with the Tenth Supplemental Indenture, the “Indenture”) with the Trustee. The Tenth Supplemental Indenture is filed herewith as Exhibit 4.1.
A copy of the press release regarding the Senior Notes Offering is furnished as Exhibit 99.5 to this Current Report on Form 8-K.
Notice of Redemption Delivered to Holders of Existing Notes
On June 6, 2018, the Company delivered notice of redemption to redeem (the “Notes Redemptions” and, together with the Tender Offers and the Senior Notes Offerings, the “Debt Refinancing Transactions”) its 5.20% Senior Notes due 2019 and its 4.75% Senior Notes due 2020 that are outstanding following the settlement of the Tender Offers. Any Existing Notes will be redeemed on July 6, 2018. Following the Notes Redemptions, no Existing Notes will remain outstanding.
A copy of the press release regarding the Notes Redemptions is furnished as Exhibit 99.6 to this Current Report on Form 8-K.