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MELBOURNE, Fla. & NEW YORK–(BUSINESS WIRE)–Harris Corporation (NYSE: HRS) (“Harris”) and L3 Technologies, Inc.
(NYSE: LLL) (“L3”) today announced that, in connection with the
anticipated combination of Harris and L3, Harris has commenced offers to
eligible holders to exchange (each an “Exchange Offer” and collectively,
the “Exchange Offers”) any and all outstanding notes issued by L3 as set
forth in the table below (the “Existing L3 Notes”) for (1) up to
$3,350,000,000 aggregate principal amount of new notes issued by Harris
(the “New Harris Notes”) and (2) cash.

The following table sets forth the Exchange Consideration, Early Tender
Premium and Total Exchange Consideration for each series of Existing L3
Notes:

                   

Title of Series/ CUSIP
Number of Existing L3
Notes

Maturity Date

Aggregate
Principal Amount
Outstanding

Exchange
Consideration(1)

Early Tender
Premium(1)

Total Exchange
Consideration(1)(2)

4.950% Senior Notes

due 2021 / 502413BA4

February 15, 2021 $650,000,000 $970 principal amount of New Harris 4.950% Senior Notes due 2021 and
$1.00 in cash
$30 principal amount of New Harris 4.950% Senior Notes due 2021 $1,000 principal amount of New Harris 4.950% Senior Notes due 2021
and $1.00 in cash

3.850% Senior Notes

due 2023 / 502413BF3

June 15, 2023 $800,000,000 $970 principal amount of New Harris 3.850% Senior Notes due 2023 and
$1.00 in cash
$30 principal amount of New Harris 3.850% Senior Notes due 2023 $1,000 principal amount of New Harris 3.850% Senior Notes due 2023
and $1.00 in cash

3.950% Senior Notes

due 2024 / 502413BD8

May 28, 2024 $350,000,000 $970 principal amount of New Harris 3.950% Senior Notes due 2024 and
$1.00 in cash
$30 principal amount of New Harris 3.950% Senior Notes due 2024 $1,000 principal amount of New Harris 3.950% Senior Notes due 2024
and $1.00 in cash

3.850% Senior Notes

due 2026 / 502413BE6

December 15, 2026 $550,000,000 $970 principal amount of New Harris 3.850% Senior Notes due 2026 and
$1.00 in cash
$30 principal amount of New Harris 3.850% Senior Notes due 2026 $1,000 principal amount of New Harris 3.850% Senior Notes due 2026
and $1.00 in cash

4.400% Senior Notes

due 2028 / 502413BG1

June 15, 2028 $1,000,000,000 $970 principal amount of New Harris 4.400% Senior Notes due 2028 and
$1.00 in cash
$30 principal amount of New Harris 4.400% Senior Notes due 2028 $1,000 principal amount of New Harris 4.400% Senior Notes due 2028
and $1.00 in cash
 

(1)

 

For each $1,000 principal amount of Existing L3 Notes
accepted for exchange.

(2)

Includes Early Tender Premium.

 

In conjunction with the Exchange Offers, L3 is soliciting consents
(each, a “Consent Solicitation” and, collectively, the “Consent
Solicitations”) to adopt certain proposed amendments to each of the
indentures governing the Existing L3 Notes to eliminate certain of the
covenants, restrictive provisions, events of default and subsidiary
guarantee provisions from such indentures.

The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and subject to the conditions set forth in the offering
memorandum and consent solicitation statement dated May 30, 2019 (the
“Offering Memorandum and Consent Solicitation Statement”).

Each Exchange Offer and Consent Solicitation is conditioned upon the
completion of the other Exchange Offers and Consent Solicitations,
although Harris may waive such condition at any time with respect to an
Exchange Offer. Any waiver of a condition by Harris with respect to an
Exchange Offer will automatically waive such condition with respect to
the corresponding Consent Solicitation, as applicable.

In addition, the Exchange Offers and Consent Solicitations are
conditioned upon the consummation of the transactions contemplated by
the Agreement and Plan of Merger, dated as of October 12, 2018 (as it
may be amended from time to time, the “Merger Agreement”), by and among
Harris, L3 and Leopard Merger Sub Inc., a wholly-owned subsidiary of
Harris (“Merger Sub”), pursuant to which Merger Sub will be merged with
and into L3 with L3 surviving the merger as a wholly-owned subsidiary of
Harris (the “Merger”). Harris will be renamed “L3Harris Technologies,
Inc.” upon consummation of the Merger.

Harris, in its sole discretion, may modify or terminate the Exchange
Offers and may extend the Early Tender Date (as defined herein),
Expiration Date (as defined herein) or any payment date with respect to
the Exchange Offers, subject to applicable law. Any such modification,
termination or extension by Harris will automatically modify, terminate
or extend the corresponding Consent Solicitation, as applicable.

Holders who validly tender their Existing L3 Notes at or prior to 5:00
p.m., New York City time, on June 12, 2019, unless extended (the “Early
Tender Date”), will be eligible to receive, on the settlement date, the
applicable Total Exchange Consideration as set forth in the table above,
which includes the applicable Early Tender Premium as set forth in the
table above, for all such Existing L3 Notes that are accepted. Holders
who validly tender their Existing L3 Notes after the Early Tender Date
but prior to 12:01 a.m., New York City time, on July 1, 2019, unless
extended (the “Expiration Date”), will not be eligible to receive the
applicable Early Tender Premium and, accordingly, will be eligible to
receive, on the settlement date, only the applicable Exchange
Consideration as set forth in the table above, for all such Existing L3
Notes that are accepted. The settlement date will be promptly after the
Expiration Date and is expected to be within three business days after
the Expiration Date.

Documents relating to the Exchange Offers and Consent Solicitations will
be distributed only to eligible holders of Existing L3 Notes who certify
that they are either (a) a “Qualified Institutional Buyer” as that term
is defined in Rule 144A under the Securities Act of 1933 (the
“Securities Act”), or (b) a person that is outside the “United States”
and that (i) is not a “U.S. person,” as those terms are defined in Rule
902 under the Securities Act, (ii) is not an “EEA Retail Investor” (as
defined in the Offering Memorandum and Consent Solicitation Statement)
and (iii) is not located in Canada. The complete terms and conditions of
the Exchange Offers and Consent Solicitations are described in the
Offering Memorandum and Consent Solicitation Statement, a copy of which
may be obtained by contacting D.F. King & Co., Inc., the exchange agent
and information agent in connection with the Exchange Offers and Consent
Solicitations, at (866) 304-5477 (U.S. toll-free) or (212) 269-5550
(banks and brokers) or harris@dfking.com.
The eligibility form is available electronically at: https://www.dfking.com/hrs.

This press release does not constitute an offer to sell or purchase, or
a solicitation of an offer to sell or purchase, or the solicitation of
tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
Offering Memorandum and Consent Solicitation Statement and only to such
persons and in such jurisdictions as is permitted under applicable law.

The New Harris Notes have not been and will not be registered under the
Securities Act or any state securities laws. Therefore, the New Harris
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state securities
laws.

About Harris Corporation
Harris Corporation is a leading
technology innovator, solving customers’ toughest mission-critical
challenges by providing solutions that connect, inform and protect.
Harris supports government and commercial customers in more than 100
countries and has approximately $6 billion in annual revenue. The
company is organized into three business segments: Communication
Systems, Electronic Systems and Space and Intelligence Systems. Learn
more at harris.com.

About L3 Technologies, Inc.
With headquarters in New York
City and approximately 31,000 employees worldwide, L3 develops advanced
defense technologies and commercial solutions in pilot training,
aviation security, night vision and EO/IR, weapons, maritime systems and
space. L3 is organized into three business segments: Intelligence,
Surveillance and Reconnaissance Systems, Communications and Networked
Systems and Electronic Systems. To learn more about L3, please visit the
company’s website at www.L3T.com.
L3 uses its website as a channel of distribution of material company
information. Financial and other material information regarding L3 is
routinely posted on the company’s website and is readily accessible.

Forward-Looking Statements
All statements other than
historical facts may be forward-looking statements; words such as “may,”
“will,” “should,” “likely,” “projects,” “financial guidance,” “expects,”
“anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar
expressions are used to identify forward-looking statements. L3 and
Harris caution investors that these statements are subject to risks and
uncertainties, many of which are difficult to predict and generally
beyond L3’s and Harris’ control, that could cause actual results to
differ materially from those expressed in, or implied or projected by,
the forward-looking information and statements. In addition to factors
previously disclosed in L3’s and Harris’ reports filed with the SEC and
those identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: the occurrence of
any event, change or other circumstances that could give rise to the
right of one or both of L3 and Harris to terminate the definitive merger
agreement between L3 and Harris; the outcome of any legal proceedings
that have been or may be instituted against L3, Harris or their
respective directors; the ability to obtain regulatory approvals and
satisfy other closing conditions to the merger in a timely manner or at
all, including the risk that regulatory approvals required for the
merger are not obtained or are obtained subject to conditions that are
not anticipated; delay in closing the merger; difficulties and delays in
integrating the L3 and Harris businesses or fully realizing anticipated
cost savings and other benefits; business disruptions from the proposed
merger that may harm L3’s or Harris’ businesses, including current plans
and operations; any announcement relating to the proposed transaction
could have adverse effects on the ability of L3 or Harris to retain and
hire key personnel or maintain relationships with suppliers and
customers, including the U.S. government and other governments, or on
L3’s or Harris’ operating results and businesses generally; the risk
that the announcement of the proposed transaction could have adverse
effects on the market price of either or both of L3’s and Harris’ common
stock and the uncertainty as to the long-term value of the common stock
of the combined company following the merger; certain restrictions
during the pendency of the merger that may impact L3’s or Harris’
ability to pursue certain business opportunities or strategic
transactions; the business, economic and political conditions in the
markets in which L3 and Harris operate; and events beyond L3’s and
Harris’ control, such as acts of terrorism.

These forward-looking statements speak only as of the date of this
communication or as of the date they were made, and neither L3 nor
Harris undertakes any obligation to update forward-looking statements.
For a more detailed discussion of these factors, also see the
information under the captions “Cautionary Statement Regarding
Forward-Looking Statements” and “Risk Factors” in L3’s and Harris’ Joint
Proxy Statement/Prospectus that forms part of the Registration Statement
on Form S-4 filed by Harris and the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in L3’s and Harris’ most recent reports on Form 10-K for
the years ended December 31, 2018 and June 29, 2018, respectively, and
any material updates to these factors contained in any of L3’s and
Harris’ subsequent and future filings.

As for the forward-looking statements that relate to future financial
results and other projections, actual results will be different due to
the inherent uncertainties of estimates, forecasts and projections and
may be better or worse than projected and such differences could be
material. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results. Given these uncertainties, you should not place
any reliance on these forward-looking statements.

Contacts

Jim Burke
Harris Corporation
jim.burke@harris.com
321-727-9131

Jennifer Barton
L3 Technologies
Jennifer.Barton@L3T.com
212-805-5356