L-3 Communications gets required consents for Titan's 8% notes

By Jennifer Chiou

New York, July 22 - L -3 Communications said it received valid tenders and consents from holders of $182,605,000 or 91.3% of The Titan Corp.'s 8% senior subordinated notes due 2011 as of 5 p.m. ET on July 21, the consent deadline.

The consents are sufficient to allow Titan to amend the note indenture to release its subsidiaries from their guarantees of Titan's obligations under the notes, eliminating almost all restrictive covenants and events of default. Titan has executed a supplemental indenture but it will only become effective when the notes are accepted for purchase and L-3 completes its acquisition of all of Titan's outstanding shares.

The tender offer, meanwhile, continues and will expire at 12:01 a.m. ET on July 29, unless extended.

For those who tendered before the consent deadline, L-3 will pay the present value of $1,040 - the redemption price on the notes' first call date of May 15, 2007 - plus all future interest payments up to May 15, 2007, discounted using a yield to May 15, 2007 equal to the sum of the yield on the 3.125% Treasury due May 15, 2007 and 50 basis points. Accrued interest up to but not including the payment date will be subtracted from the total, which includes a $30.00 consent payment.

Those who tender their notes will also be paid accrued interest up to but not including the payment date.

Holders who tender their notes after the consent date and before the expiration date will not receive the consent payment.

As previously announced on July 15, L-3 increased the amount on offer by cutting the spread over Treasuries to 50 basis points from 75 basis points and extended the consent date to 5 p.m. ET on July 21 from 5 p.m. ET on July 14.

Lehman Brothers Inc. is the dealer manager and solicitation agent (call collect 212 528-7581 or 800 438-3242). The depositary and information agent is Georgeson Shareholder (call collect 212 440-9800 or 866 729-6814).

Based in New York, L-3 Communications provides intelligence, surveillance and reconnaissance systems and secure communications systems to customers including the Department of Defense and Department of Homeland Security.

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