Titan again extends tender for 8% notes

New York, June 21 - Titan Corp. said it again extended its exchange offer and consent solicitation for its 8% senior subordinated notes due 2011, to 5 p.m. ET on June 25, subject to possible further extension, from 5 p.m. ET on June 18.

As it has done previously, Titan said the exchange had been extended to the day before its scheduled merger with Lockheed Martin Corp. is to close.

The company said that as of the close of business on June 18, 100% of the $200 million outstanding principal amount of the notes had been tendered for exchange - up from the 71.4% of the notes tendered as of 5 p.m. on June 3, which was announced on June 4, when the company had last previously extended its offer.

Titan said that it intends to further extend the expiration date as necessary, so that the exchange offer expires on the day before the closing of Titan's pending merger with Lockheed Martin. It said the parties are continuing to work to satisfy the closing conditions to the transaction, including resolution of the investigation by the Criminal Division of the U.S. Department of Justice of alleged violations of the Foreign Corrupt Practices Act, and said that such resolution may be reached through a plea agreement involving Titan and its subsidiaries.

Titan said any plea agreement would be subject to Lockheed Martin's prior consent, which may not be unreasonably withheld or delayed. If Titan does not enter into a plea agreement with the Department of Justice on or before June 25, either party may terminate the merger agreement at any time after that, provided that the party electing to terminate has not breached in any material respect its obligations under the merger agreement in any way that contributes to the failure to consummate the merger on or before June 25.

It warned that no assurance could be given that a plea agreement or other resolution that satisfies the requirements of the merger agreement will be accomplished on or before June 25, and no assurance could be given that the merger agreement will not be terminated after that.

Titan, a San Diego-based provider of information and communications systems and services to the federal government, had said on June 4 that some of the previously announced conditions to the tender offer, and to the completion of the Lockheed merger, had not been completed yet, because they are not within the parties' control; therefore, the company said, it was "impossible at this time to predict when, or if, they will be satisfied and the merger completed.

Given these uncertainties, Titan said it would continue to extend the expiration date for the exchange offer and consent solicitation on a weekly or bi-weekly basis until further information regarding the completion of the merger becomes available. Accordingly, it said that if the parties were not certain by June 18 that the conditions to the completion of the merger would be completed by June 21, Titan would issue another news release to further extend the exchange offer and consent solicitation.

Titan said previously that while it was allowing holders to withdraw tenders of notes at any time before the expiration of the offer the delivery of consents was irrevocable.

Titan said that it had entered into a supplemental indenture but that it will not become effective until immediately before the acquisition.

If the merger is completed, Lockheed Martin will guarantee the notes.

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