Attached files
file | filename |
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EX-99.1 - EX-99.1 - L 3 COMMUNICATIONS HOLDINGS INC | d303516dex991.htm |
EX-5.4 - EX-5.4 - L 3 COMMUNICATIONS HOLDINGS INC | d303516dex54.htm |
EX-5.3 - EX-5.3 - L 3 COMMUNICATIONS HOLDINGS INC | d303516dex53.htm |
EX-4.6 - EX-4.6 - L 3 COMMUNICATIONS HOLDINGS INC | d303516dex46.htm |
EX-1.1 - EX-1.1 - L 3 COMMUNICATIONS HOLDINGS INC | d303516dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2016
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact names of registrants as specified in their charters)
DELAWARE | 001-14141 333-46983 |
13-3937434 13-3937436 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Numbers) |
(IRS Employer Identification Nos.) | ||
600 THIRD AVENUE, NEW YORK, NEW YORK | 10016 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 697-1111
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Companys other existing and future senior indebtedness. In addition, the Notes are guaranteed on an unsecured senior basis by each of the Companys material domestic subsidiaries that guarantees any of the Companys 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 Companys ability and the ability of certain of its subsidiaries to create or assume certain liens or enter into sale and leaseback transactions, and the Companys 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 Companys 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.
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.
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.
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). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
L-3 COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION | ||||
By: | /s/ Allen E. Danzig | |||
Name: | Allen E. Danzig | |||
Title: | Vice President, Assistant General Counsel and Assistant Secretary |
Dated: December 5, 2016
EXHIBIT INDEX
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 4.2). | |
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). |