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Published on 7/15/2005 in the Prospect News High Yield Daily.

L-3 Communications amends tender offer for 8% notes, upping payment, extending consent date

By Jennifer Chiou

New York, July 15 - L -3 Communications said it has increased the payment on offer and extended the consent date for its already announced tender offer and consent solicitation for all the 8% senior subordinated notes due 2011 of The Titan Corp.

The expiration date remains unchanged at 12:01 a.m. ET on July 29, unless extended.

For the total consideration, L-3 is modifying the fixed spread to 50 basis points from 75 bps.

The company also extended the consent date relating to the consent solicitation to 5 p.m. ET on July 21 from 5 p.m. ET on July 14.

In exchange for each $1,000 principal amount of notes, investors who tender their notes before the consent date will receive the present value of $1,040 - the amount payable on May 15, 2007, the first date the notes are redeemable - which includes a $30.00 consent payment.

They will also receive all future interest payments payable up to May 15, 2007, determined on the basis of a yield to May 15, 2007 equal to the yield on the 3.125% Treasury due May 15, 2007 plus 50 bps, minus accrued interest up to but not including the payment date.

Those who tender their notes will also be paid accrued interest up to but not including the payment date.

Holders who tender their notes after the consent date and before the expiration date will not receive the consent payment.

Investors who have submitted their consents are not required to revoke or resubmit their consents in order to receive the increased amount.

Lehman Brothers Inc. is the dealer manager and solicitation agent (call collect 212 528-7581 or 800 438-3242). The depositary and information agent is Georgeson Shareholder (call collect 212 440-9800 or 866 729-6814).

New York-based L-3 Communications, which provides intelligence, surveillance and reconnaissance systems, has the U.S. government and Department of Defense among its customers.


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