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4-Traders Homepage  >  Equities  >  Nyse  >  L-3 Communications Holdings, Inc.    LLL

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L 3 COMMUNICATIONS HOLDINGS INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

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12/05/2016 | 06:02pm CET

ITEM 1.01. - Entry Into a Material Definitive Agreement.

On December 5, 2016, L-3 Communications Corporation (the "Company"), a wholly owned subsidiary of L-3 Communications Holdings, Inc. ("L-3 Holdings"), completed its underwritten public offering of $550,000,000 aggregate principal amount of 3.85% Senior Notes due 2026 (the "Notes") 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., Deutsche Bank Securities 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 1.1. In connection with the issuance of the Notes, on December 5, 2016, the Company and the Subsidiary Guarantors entered into an Eighth Supplemental Indenture (the "Eighth 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 Eighth Supplemental Indenture, the "Indenture") with the Trustee.

The Notes: (i) were issued at a price to the public of 99.489% of their principal amount, (ii) will bear interest at a fixed rate of 3.85% per year, payable semi-annually on June 15 and December 15 of each year to holders of record on the immediately preceding June 1 and December 1, respectively, beginning on June 15, 2017 and (iii) will mature on December 15, 2026.

The Notes are unsecured senior obligations of the Company and rank equal in right of payment with all of the Company's other existing and future senior indebtedness. In addition, the Notes are guaranteed on an unsecured senior basis by each of the Company's material domestic subsidiaries that guarantees any of the Company's other indebtedness.

The Company may redeem some or all of the Notes at any time or from time to time, as a whole or in part, at its option at the prices and on the terms set forth in the Indenture. In addition, upon the occurrence of a "Change of Control Triggering Event," as defined in the Indenture, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase.

The Indenture also contains covenants that, among other things, limit the Company's ability and the ability of certain of its subsidiaries to create or assume certain liens or enter into sale and leaseback transactions, and the Company's ability to engage in mergers or consolidations or transfer or lease all or substantially all of its assets. Finally, the Indenture contains customary events of default.

The sale of the Notes was made pursuant to the Company's and the subsidiary guarantors' Registration Statement on Form S-3, as amended (File No. 333-212152) (the "Registration Statement") and the prospectus supplement, dated November 29, 2016, to the prospectus contained therein dated June 21, 2016.

The Company intends to use the net proceeds from the offering plus cash on hand to: (i) replenish the amount of cash used, and the amount of revolving credit borrowings drawn, to repay $200 million aggregate principal amount of its 3.95% senior notes due 2016 that matured on November 15, 2016 and (ii) redeem all of its outstanding 1.50% senior notes due 2017, which have an aggregate principal amount of $350 million.

The foregoing description is qualified by reference to the Base Indenture and Eighth Supplemental Indenture. The Base Indenture is filed as Exhibit 4.1 to the Registration Statement and the Eighth Supplemental Indenture is filed herewith as Exhibit 4.2 and such documents are incorporated by reference herein.

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ITEM 2.03. - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 with respect to the Notes is hereby incorporated by reference into this Item 2.03.

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ITEM 8.01. - Other Events.

In connection with the offering of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Underwriting Agreement, (ii) the Eighth Supplemental Indenture (including the form of Note), (iii) the legal opinion of Simpson Thacher & Bartlett LLP, and related consent, (iv) the legal opinion of Ann D. Davidson, Senior Vice President, General Counsel and Corporate Secretary of the Company, and related consent and (v) information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement.

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ITEM 9.01. - Financial Statements and Exhibits.


(d) Exhibits.



Exhibit
Number                                       Title

 1.1         Underwriting Agreement, dated as of November 29, 2016, among L-3
             Communications Corporation, the subsidiary guarantors named therein
             and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays
             Capital Inc., Deutsche Bank Securities Inc. and the other several
             underwriters named therein

 4.6         Eighth Supplemental Indenture, dated as of December 5, 2016, among L-3
             Communications Corporation, the Subsidiary Guarantors and The Bank of
             New York Mellon Trust Company, N.A., as Trustee.

 4.7         Form of Notes (included in Exhibit 4.6).

 5.3         Opinion of Simpson Thacher & Bartlett LLP dated December 5, 2016.

 5.4         Opinion of Ann D. Davidson dated December 5, 2016.

23.3         Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.3).

23.4         Consent of Ann D. Davidson (included in Exhibit 5.4).

99.1         Information relating to Part II, Item 14 "Other Expenses of Issuance
             and Distribution" of the Registration Statement (File No. 333-212152).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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Mean consensus OUTPERFORM
Number of Analysts 14
Average target price 168 $
Spread / Average Target 7,0%
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