FWP 1 s002281x3_fwp.htm FWP
Issuer Free Writing Prospectus filed pursuant to Rule 433
 Registration Statement No. 333-212152

L3 TECHNOLOGIES, INC.
 
Final Term Sheet
Dated May 30, 2018
$800,000,000 3.850% Senior Notes due 2023
$1,000,000,000 4.400% Senior Notes due 2028

Issuer:
L3 Technologies, Inc.
   
Security Type:
Senior Unsecured Notes
   
Aggregate Principal Amount:
$800,000,000 3.850% Senior Notes due 2023 (the “2023 Notes”)
   
 
$1,000,000,000 4.400% Senior Notes due 2028 (the “2028 Notes”)
   
Ratings (Moody’s / S&P / Fitch):*
Baa3 / BBB- / BBB- for the 2023 Notes
   
 
Baa3 / BBB- / BBB- for the 2028 Notes
   
Maturity Date:
June 15, 2023 for the 2023 Notes
   
 
June 15, 2028 for the 2028 Notes
   
Trade Date:
May 30, 2018
   
Settlement Date:
June 6, 2018; T+5
   
 
We expect that the delivery of the notes will be made against payment therefore on or about June 6, 2018, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will be required to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the senior notes who wish to make such trades should consult their own advisors.
   
Interest Payment Dates:
June 15 and December 15, commencing on December 15, 2018
 
Interest Record Dates:
June 1 and December 1
   
Interest Rate:
3.850% for the 2023 Notes
   
 
4.400% for the 2028 Notes
   
Yield to Maturity:
3.893% for the 2023 Notes
   
 
4.412% for the 2028 Notes
   
Spread to Benchmark Treasury:
122 bps for the 2023 Notes
   
 
157 bps for the 2028 Notes
   
Benchmark Treasury:
2.750% due May 31, 2023 for the 2023 Notes
   
 
2.875% due May 15, 2028 for the 2028 Notes
   
Benchmark Treasury Price and Yield:
100-11+ / 2.673% for the 2023 Notes
   
 
100-09 / 2.842% for the 2028 Notes
   
Price to Public
99.804% for the 2023 Notes
   
 
99.902% for the 2028 Notes
   
Optional Redemption — Make-Whole Call:
2023 Notes
Prior to May 15, 2023 (one month prior to the maturity date of the 2023 Notes), redemption at the greater of par and a make-whole calculated at a discount rate of T+20 bps, plus in each case accrued and unpaid interest to the date of redemption
   
 
2028 Notes
Prior to March 15, 2028 (three months prior to the maturity date of the 2028 Notes), redemption at the greater of par and a make-whole calculated at a discount rate of T+25 bps, plus in each case accrued and unpaid interest to the date of redemption
   
Optional Redemption — Par Call:
2023 Notes
On or after May 15, 2023 (one month prior to the maturity date of the 2023 Notes)
   
 
2028 Notes
On or after March 15, 2028 (three months prior to the maturity date of the 2028 Notes)
   
CUSIP / ISIN:
502413BF3 / US502413BF32 for the 2023 Notes
   
 
502413BG1 / US502413BG15 for the 2028 Notes
 
Minimum Denominations:
$2,000 and integral multiples of $1,000 in excess thereof
   
Joint Bookrunners:
Barclays Capital Inc.
Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated
SunTrust Robinson Humphrey, Inc.
Deutsche Bank Securities Inc.
MUFG Securities Americas Inc.
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
   
Co-Managers:
BB&T Capital Markets, a division of BB&T Securities, LLC
BNY Mellon Capital Markets, LLC
HSBC Securities (USA) Inc.
Comerica Securities, Inc.

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
 

The issuer has filed a registration statement including a prospectus and a prospectus supplement with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling Merrill Lynch, Pierce Fenner & Smith Incorporated at 1-800-294-1322, Barclays Capital Inc. at 1-888-603-5847 or SunTrust Robinson Humphrey at 1-888-685-4786.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.