L-3 Communications Holdings, Inc. (NYSE:LLL) (the “Company”) announced today that it has called for full redemption of all of its outstanding 3% Convertible Contingent Debt Securities (the “CODES”) due 2035 (CUSIP Numbers: 502424AE4 and 502413AW7) to be effected on June 2, 2014 (the “Redemption Date”) (the “Redemption”). As of March 28, 2014, there was $689.4 million in aggregate principal amount of CODES outstanding.
The redemption price for the CODES will be $1,000 per $1,000 principal amount of the CODES, plus accrued and unpaid interest to, but excluding, the Redemption Date (the “Redemption Price”), payable in cash.
Holders of the CODES are entitled to convert all or a portion of thereof (in integral multiples of $1,000) at any time prior to the close of business on the business day immediately preceding the Redemption Date (the “Redemption Conversion Period”).
The current conversion rate of the CODES is 11.2259 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), per $1,000 aggregate principal amount of CODES, which is equal to a conversion price of approximately $89.08 per share. Assuming that the price per share of the Common Stock is $114.55, which was the closing price of the Common Stock on the New York Stock Exchange on May 9, 2014, the value of the shares of Common Stock that holders of CODES would be entitled to receive upon conversion during the Redemption Conversion Period would be $1,288.34 per $1,000 aggregate principal amount of CODES, or approximately $888 million. The actual value will be calculated in accordance with the indenture governing the CODES based on the closing sales price of the Common Stock and the conversion rate for each trading day in the 20 trading day period ending one trading day immediately preceding the Redemption Date.The Company will settle the entire conversion payment obligation with respect to converted CODES, if any, in cash. If you convert your CODES you will not be entitled to any accrued and unpaid interest and will only receive the amount due upon conversion.
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