L3 TECHNOLOGIES, INC. (NYSE:LLL) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
Completion of Acquisition or Disposition of Assets.
L3 TECHNOLOGIES, INC. (NYSE:LLL) Files An 8-K Completion of Acquisition or Disposition of Assets
On June 29, 2018, L3 Technologies, Inc. (the “Company”) and L-3 Communications Integrated System L.P. (“Seller”), a subsidiary of the Company, completed the previously announced sale of (i) all of the issued and outstanding shares of capital stock of L-3 Communications Vertex Aerospace LLC, a wholly-owned subsidiary of Seller (“Vertex”), and of Vertex’s subsidiaries, L-3 Army Sustainment LLC, L-3 Communications Flight International Aviation LLC, and L-3 Communications Vector International Aviation LLC and (ii) certain assets of the Company and Seller, to 450 Madison Acquireco LLC (“Buyer”), an affiliate of American Industrial Partners, to the Stock and Asset Purchase Agreement, dated as of May 1, 2018, by and among the Company, the Seller and the Buyer, for an aggregate purchase price of $540 million in cash, subject to customary adjustments.
The Company has omitted the inclusion of any pro forma financial information herein with respect to the transaction described above as it has previously reported discontinued operations reflecting the results of Vertex in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 10-K”) and its Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2018 (the “Q1 10-Q”).
Please refer to note 3 in the Company’s audited financial statements contained in the 2017 10-K and note 5 in the Company’s unaudited financial statements contained in the Q1 10-Q for further information.
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Item 7.01 |
Regulation FD Disclosure. |
On July 3, 2018, the Company issued a press release announcing that it had completed the sale of the Vertex businesses to the Buyer. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
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Press release dated July 3, 2018 |
L3 TECHNOLOGIES, INC. ExhibitEX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Contact: L3 Technologies Corporate Communications 212-697-1111 For Immediate Release L3 Completes Sale of Vertex Aerospace Businesses NEW YORK,…To view the full exhibit click here
About L3 TECHNOLOGIES, INC. (NYSE:LLL)
L3 Technologies, Inc., formerly L-3 Communications Holdings, Inc., is engaged as a contractor in Intelligence, Surveillance and Reconnaissance (ISR) systems, aircraft sustainment (including modifications, logistics and maintenance), simulation and training, night vision and image intensification equipment, and security and detection systems. The Company operates in three segments: Electronic Systems, Aerospace Systems and Communication Systems. The Company is a provider of communication and electronic systems and products used on military and commercial platforms. Its divisions include Advanced Programs, Aeromet, Army Fleet Support, Brashear, Cincinnati Electronics, Coleman Aerospace, Electron Devices, Henschel, Maritime Systems, Mustang Technology, Narda Satellite Networks and Targa Systems.