Harris announces early results of exchange offers for L3 notes

By Sarah Lizee

Olympia, Wash., June 13 – Harris Corp. announced the early results of its offer to exchange any and all of the outstanding senior notes issued by L3 Technologies, Inc. for new senior notes issued by Harris and cash.

According to a Thursday news release, by the early tender deadline of 5 p.m. ET on June 12, the following amounts for each series had been validly tendered:

• $500,875,000, or 77.06%, of the $650 million of 4.95% senior notes due Feb. 15, 2021;

• $740,427,000, or 92.55%, of the $800 million of 3.85% senior notes due June 15, 2023;

• $326,286,000, or 93.22%, of the $350 million of 3.95% senior notes due May 28, 2024;

• $534,258,000, or 97.14%, of the $550 million of 3.85% senior notes due Dec. 15, 2026; and

• $917,856,000, or 91.79%, of the $1 billion of 4.4% senior notes due June 15, 2028.

As previously reported, the exchange offer is being made in anticipation of the combination of the two companies.

For each of the L3 senior notes, Harris is offering $1,000 of new senior notes with an identical coupon and maturity date issued by Harris and $1.00 in cash per $1,000 principal amount of existing senior notes tendered by the early tender date.

Holders who tender their notes after the early date will receive $970 of new notes plus $1.00 in cash.

In conjunction with the exchange offers, L3 is soliciting consents to adopt certain proposed amendments to each of the indentures governing its existing notes to eliminate certain covenants, restrictive provisions, events of default and subsidiary guarantee provisions.

The company said in its Thursday update that it had received the requisite number of consents to adopt the indenture amendments.

Each exchange offer and consent solicitation is conditioned upon the completion of the other exchange offers and consent solicitations, although Harris may waive that condition at any time.

In addition, the exchange offers and consent solicitations are conditioned upon the consummation of the transactions contemplated by the agreement and plan of merger, dated Oct. 12, 2018, by and among Harris, L3 and Leopard Merger Sub Inc. under which Leopard Merger will be merged with and into L3 with L3 surviving the merger as a wholly owned subsidiary of Harris. Harris will be renamed L3Harris Technologies, Inc. upon consummation of the merger.

The exchange offer will expire at 12:01 a.m. ET on July 1.

Settlement is expected to occur within three days of the expiry.

The offer is being made under Rule 144A.

D.F. King & Co., Inc. (866 304-5477, 212 269-5550 or harris@dfking.com) is the exchange agent and information agent.

The communications and information company is based in Melbourne, Fla. L3 is a New York-based maker of communication, electronic and sensor systems for military, homeland security and commercial use.

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