Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 15 2018 - 3:26PM
Edgar (US Regulatory)
Filed by L3 Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: L3 Technologies, Inc.
Commission File No. 001-37975
Harris Corporation and L3 Technologies to Combine in Merger of EqualsCreating a Leading Global Defense
Technology Company October 15, 2018
Forward looking statements Investor Presentation 2 Statements in this presentation that are not
historical facts are forward-looking statements that reflect Harris Corporation’s and L3 Technologies’ respective management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are
made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include but are not limited to: statements about the expected timing
and completion of the proposed combination, the anticipated benefits of the proposed combination, including estimated synergies, the effects of the proposed combination, including on future financial and operating results, and the integration
of the parties’ operations, levels and timing of share repurchases; and other statements that are not historical facts.The parties caution investors that any forward-looking statements are subject to risks and uncertainties that may cause
actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements.Among the risks and uncertainties that could cause actual results to differ from those described in
forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that stockholders of either party may not approve the
proposed combination; the risk that the parties may not be able to obtain (or may be required to make divestitures in order to obtain) the necessary regulatory approvals or to satisfy any of the other conditions to the proposed combination in a
timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed combination; risks related to the inability to realize benefits or to implement integration plans and other
consequences associated with the proposed combination; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties; and the risk that the
proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain and hire key personnel and maintain relationships with suppliers and customers, including the U.S.
Government and other governments, and on their operating results and businesses generally. The foregoing list of risks and uncertainties that could cause actual results to differ from those described in forward-looking statements is not
exhaustive. Further information relating to factors that may impact the parties’ results and forward-looking statements are disclosed in their respective filings with the Securities and Exchange Commission. The forward-looking statements in
this presentation are made as of the date of this presentation, and the parties disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise.Persons receiving this presentation are cautioned not to place undue reliance on forward-looking statements.
Transformative merger of equals Leading portfolio of technology solutions and capabilities aligned
with customer priorities Enhanced scale to pursue larger opportunities and be more cost competitive Strong relationships with aerospace, defense, and intelligence customers ~22,500 engineers focused on advanced technologies and a
shared culture of innovation Creating a leading global defense technology company An innovative industry leader focused on creating advanced technologies and deliveringcustomer focused solutions Combining two complementary
companies Capabilities Customers Innovation Scale Leading technology innovator, solving customers’ toughest mission-critical challenges Leading provider of technical solutions for military, homeland security, and
commercial platforms Market Cap:$34B 1 CY18 financials2 EBIT excluding discontinued operations is defined as net income plus interest expense and income taxes3 Net cash from continued operations less net
capex 1Revenue:$16B 1,2EBIT:$2.4B 1 3FCF:$1.9B Investor Presentation 3
Transaction summary Investor Presentation 4 All-stock “merger of equals” transactionCombined equity
value of $34B and enterprise value of $41B at announcement Transaction Structure For each L3 share, L3 shareholders will receive 1.30 Harris shares in the new companyHarris shareholders will own ~54% and L3 shareholders will own ~46% of the
new company ShareholderConsiderations Chairman & Chief Executive Officer: William M. BrownVice Chairman, President & Chief Operating Officer: Christopher E. KubasikMr. Kubasik to assume CEO role after two years and Chairman role after
three years12 board members total, with equal representation from Harris and L3 Governance & Leadership Transaction unanimously approved by Board of Directors of both companiesExpected in mid-2019, subject to satisfaction of customary
closing conditions, including receipt of regulatory and Harris and L3 shareholder approvalsL3 Harris Technologies anticipates reporting on a December full fiscal year end basis starting January 1st 2020 Closing $500M of annual gross pre-tax
cost synergies in year 3; $300M net of savings returned to customersFree cash flow run rate of $3B in year 3 Expected Synergies Combined company will be named “L3 Harris Technologies”Headquartered in Melbourne, FL Company Name and
Headquarters Return cash to shareholdersDividend payout expected around 30-35%; consistent with current practiceExcess cash toward share repurchases…up to $2B within first 12 months post closeCommitted to maintaining an investment grade credit
rating Expected Financial Policies
Highly strategic combination Creates scale with a well-balanced portfolio Complementary
businesses…strengthens capabilities and expands customer relationships in over 100 countries Accelerates innovation and time to market Shared operating philosophy to continue to drive margin expansion Meaningful value creation from cost
synergies Provides optionality for portfolio shaping Accretive combination results in a strong balance sheet and robust free cash flow generation…$3B in year 3 Stronger platform for continued growth Investor Presentation 5
26% 13% 10% 17% 72% 28% Creates scale and a well-balanced
portfolio Top 10 global defense player…6th largest in the US U.S.Navy 8%Other DoD Other U.S. Government 13% International Government Pro forma by CustomerCommercialU.S. Air Force13% U.S. Army 67% 33% Cost Plus Fixed
Price Prime Pro forma by Contract Pro forma by PositionSubcontactor … with a well-balanced portfolio 6/30/2018 LTM Defense revenues ($B); per Capital IQ and latest available public
filings52 31 30 26 25 16 11 10 8 6 4 2 LMT NOC BADefense RTN GDDefense BAEN. America HII TXTDefense MAXR Creation of “6th Prime” Long tail of Tier 3/4 Suppliers Investor Presentation 6
Complementary businesses…strength in multiple domains Space &
Cyber Air Land Maritime Commercial Aviation Capabilities and leadership in fast growing markets Unmanned Integrated ISR Pilot TrainingPrecision
Weapons Protected Comms EO/IR Sensors Electronic WarfareAvionics Data LinksWeapons Release Contested Comms Tactical Comms Public Safety RoboticsIntegrated Battle Management Signal Intelligence Compact Optics Counter UAS SATCOMPrecision
Weapons Soldier Systems Electronic WarfareIntegrated Battle ManagementSensors Radar UnmannedIntegration Power DistributionSensors Surveillance Exquisite RF andOptical SensorsSatellite Imaging Space Protection WeatherSmall Satellites Optical
Tracking Transceivers Signal Intelligence Spacecraft Comms Cyber Intelligence Air Traffic Trackingand SurveillanceGround / Air CommunicationHigh Reliable Network Management Security & Detection Pilot Training Flight SimulatorAvionicsRF
Microwave & Power Investor Presentation 7
Accelerates innovation and reduces time to market R&D spend as % of revenue Best in class
R&D spend… Protected Comms / Free Space Optics Missile Defense Networked MultifunctionSystems Electronic Warfare Open Systems Architecture Unmanned Investments aligned withNational Defense
Strategy …and strong engineering presence 7.5 8.0 1.0 15.0 15.0 0.5 Engineers ('000s) Cleared personnel ('000s) Cleared workspace (million sq. ft.) ~22.5 1.5 ~23.0 Investing for leadership in Next Gen
technologies 5% 4%3% Peers Investor Presentation 8
Stronger platform to drive growth Combination improves ability to meet rapidly evolving customer
needs Expand relationships with key international customers in over 100 countries Better coordination with US government agencies for foreign military sales Leverage complementary channels to market Leverage ISR/SIGINT platforms to drive EW
and avionics systems sales Integrate EW and optical components into space capabilities Spectrum Superiority Multi-Domain Solutions Resilient Space Infrared Surveillance Sensor Leverage Complementary PlatformsExpand
into new and adjacent markets by leveraging leading franchises in tactical, protected and strategic comms, ISR and spaceIncrease affordability through value engineering and efficiency Expand Geographic Reach Pull-through
Opportunities Electronic Warfare Avionics Processor Investor Presentation 9
Shared operating philosophy to drive margin expansion Opportunity to accelerate margin
improvement trajectory through facility optimization, savings from shared services, supply chain leverage, and overhead cost reduction Initiated in 2012, based on Lean Six SigmaFully deployed and deeply embedded Reduced net operating cost
by 2-3% per year Initiated L365 corporatewide in 2017Early stages with momentum Lower costs Reduce complexity Standardize and streamline processes across all functional areasImprove program executionImplement lean manufacturing and increase
asset velocity Drive customer satisfaction Investor Presentation 10
Meaningful value creation from cost synergies 1 All figures exclude deal related costs. $500M of
pretax, gross cost synergies — $300M net of savings returned to customers — Expect to fully realize in year 3 Primary sources of cost synergies — Supply chain and manufacturing / facilities — Corporate and segment consolidation,public
company costs — Functional efficiencies / overhead reductions — IT and other SG&A Total one-time, pretax investment of $450Mover 3 years Integration to be led by dedicated joint team with significant experience identifying and realizing
synergies 1.8% of revenue;Exelis: Announced 1.4%Delivered: 1.7% $450M Investor Presentation 11 Corporate and segment consolidation Functional efficiencies, OH reduction & shared services Supply chain and footprint
rationalization $500M gross$300M net Cash investment1 Year 3 savings
Attractive financial profile Cash EPS2 accretive in year 1 1 EBIT excluding discontinued operations is
defined as net income plus interest expense and income taxes.2 Cash diluted EPS excludes deal intangible amortization costs and one-time integration costs. Revenue EBIT1 EBITMargin Free Cash Flow Dividend Payout as% of
FCF ~$10.1B ~$1.1B ~11% ~$0.9B ~28% CY2018E Net Leverage ~2.0x Funded Pension % +~$16.4B~$2.4B~14%~$1.9B~31%~2.2x~81% ~72% ~$6.3B ~$1.2B ~19% ~$1.0B ~33% ~2.5x ~88% Investor Presentation 12
Today Today Organic Growth Synergies + Capital Efficiencies Year 3 Run Rate Robust free
cash flow generation Targeting $3B of combined free cash flow by year 3 Strong free cash flow profile… …supported by organic growth and capital efficiency initiativesCost synergies realization, beginning year 1 Optimize working
capital across companies Capital expenditure efficiencies Cash tax opportunities $1.0B ~$0.5B ~$3B $0.9B ~$0.5B Investor Presentation 13
Increased technology content and focused R&D and product developmentReduced overhead powers greater
agility and speed to marketHigher affordability, new capabilities and broader suite of high value products / services~$200M of synergy savings per year returned to customers Investor Presentation 14 Customers Greater career prospects at a
larger, more diversified global defense technology organizationIncreased professional development and training Employees Cash EPS accretive in the first full year following closingAll-stock transaction allows all shareholders to participate
in upside from combinationCommitted to maintaining existing investment grade credit ratingsCommitted to driving long term value through balanced capital allocation Shareholders Combination benefits all stakeholders
Key Takeaways Investor Presentation 15 L3 Harris Technologies – Leading the way in technology
innovation Significant shareholder value creation opportunity Clearly identified cost synergies and significant opportunities to enhance revenue growth Enhanced scale to drive savings and more efficiently meet customers’ rapidly evolving
needs Complementary cultures focused on innovation and operational excellence Broad suite of highly-complementary capabilities and technology solutions Combines two highly-innovative companies uniquely focused on meeting the customers’
mostcomplex, mission-critical needs
Additional Information and Where to Find ItThis presentation does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of any vote or approval. This presentation is made in respect of the proposed combination of L3 Technologies (“L3”) and Harris Corporation (“Harris” and together with L3, the
“parties”), as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018 (the “merger agreement”), among L3, Harris and a wholly owned merger subsidiary of Harris. In connection with the proposed combination, Harris intends
to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) that will include a joint proxy statement of the parties that also constitutes a prospectus of Harris. The parties will make the joint proxy
statement/prospectus available to their respective stockholders. This presentation is not a substitute for the registration statement, the joint proxy statement/prospectus or any other documents that either or both parties or any of their
respective affiliates may file with the SEC or make available to their respective security holders. INVESTORS AND SECURITY HOLDERS OF EACH PARTY AND ITS AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE), BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION. Copies ofthe registration statement, including the joint proxy statement/prospectus, and
other documents filed with the SEC (when available) may be obtained free of charge on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Harris also may be obtained free of charge on its website at
www.harris.com/investors/financial-reports. Copies of documents filed with the SEC by L3 also may be obtained free of charge on its website at https://www.l3t.com.Participants in SolicitationHarris, L3 and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed combination under the rules of the SEC. Information about the directors and executive officers of Harris is set forth in the proxy
statement relating to its 2018 annual meeting of stockholders filed with the SEC on September 6, 2018. Information about the directors and executive officers of L3 is set forth in the proxy statement relating to its 2018 annual meeting of
stockholders filed with the SEC on March 26, 2018. Additional information regarding the interests of these participants will be included in the joint proxy statement/prospectus regarding the proposed combination and other relevant materials to
be filed with the SEC when they become available. Copies of these documents may be obtained free of charge as described in the preceding paragraph. Investor Presentation 16 Additional Information; participants in solicitation
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