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): May 21, 2010
L-3 Communications Holdings, Inc.
L-3 Communications Corporation
(Exact Name of Registrants as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| |
|
|
| 001-14141
|
|
13-3937434 |
| 333-46983
|
|
13-3937436 |
| |
| (Commission File Numbers)
|
|
(IRS Employer Identification Nos.) |
| |
|
|
| 600 Third Avenue, New York, New York
|
|
10016 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(212) 697-1111
(Registrants’ Telephone Number, Including Area Code)
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 (see General
Instruction A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT.
L-3 Communications Corporation (the “Company”), a wholly owned subsidiary of L-3
Communications Holdings, Inc., has completed its offering of $800,000,000 in aggregate
principal amount of 4.750% Senior Notes due 2020 (the “Notes”). In connection with the
offering, on May 21, 2010, the Company and certain subsidiaries of the Company entered into
an indenture (the “Base Indenture”) with The Bank of New York Mellon Trust Company, N.A., as
trustee, as supplemented by a first supplemental indenture also entered into on May 21, 2010
(the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”).
Pursuant to the terms of the Indenture, the Notes: (i) were issued at a price to the
public of 99.679% of their principal amount, (ii) will bear interest at a fixed rate of
4.750% per year, payable semi-annually on January 15 and July 15 of each year, beginning
January 15, 2011 and (iii) will mature on July 15, 2020. The initial interest payment will
include accrued interest from May 21, 2010.
The Notes are unsecured senior obligations of the Company and will rank equal in right
of payment with all of the Company’s 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 guarantee any of its 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 price 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 our assets. Finally, the
Indenture contains customary events of default.
The foregoing description is qualified by reference to the Base Indenture and First
Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2 and
incorporated by reference herein.
Item 8.01. OTHER EVENTS.
On May 18, 2010, in connection with the offering of the Notes described above, the
Company entered into an Underwriting Agreement (the “Agreement”) with Banc of America
Securities LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc., as the
representatives for the several underwriters named in Schedule A of the Agreement. A copy of
the Agreement is attached hereto as Exhibit 99.1 and incorporated by reference