L-3 COMMUNICATIONS CORPORATION (NYSE:LLL) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01. Entry Into a Material Definitive Agreement.

On December5, 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) 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 December5, 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
May21, 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 June15 and December15 of
each year to holders of record on the immediately preceding June1
and December1, respectively, beginning on June15, 2017 and
(iii)will mature on December15, 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 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 November29, 2016, to the prospectus contained
therein dated June21, 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 November15, 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 Item1.01 with respect to
the Notes is hereby incorporated by reference into this Item2.03.

ITEM8.01. Other Events.

In connection with the offering of the Notes, as described in
response to Item1.01 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, Item14 Other Expenses of Issuance and Distribution of the
Registration Statement.

ITEM9.01. Financial Statements and Exhibits.

(d) Exhibits.

About L-3 COMMUNICATIONS CORPORATION (NYSE:LLL)

L-3 Communications Holdings, Inc. (L-3 Holdings) operates through its operating subsidiary L-3 Communications (L-3). The Company operates through three segments: Electronic Systems, which provides a range of products and services, including components, products, subsystems, systems and related services to military and commercial customers; Aerospace Systems, which provides products and services for the Intelligence, Surveillance and Reconnaissance (ISR) market, specializing in signals intelligence (SIGINT) and multi-intelligence platforms, and Communication Systems, which provides network and communication systems, secure communications products, radio frequency components, satellite communication terminals, and space, microwave and telemetry products. L-3 Communications is a contractor in ISR systems, aircraft sustainment (including modifications, logistics and maintenance), simulation and training, night vision and image intensification equipment, and security and detection systems.

L-3 COMMUNICATIONS CORPORATION (NYSE:LLL) Recent Trading Information

L-3 COMMUNICATIONS CORPORATION (NYSE:LLL) closed its last trading session up +1.27 at 158.50 with 511,958 shares trading hands.