In 1997, Frank C. Lanza and Robert V. LaPenta decided to form a business that could serve as a leading mezzanine company in the defense electronics and communications industry. They had each spent decades in the defense industry, serving as part of the executive team responsible for the phenomenal growth of Loral Corporation. At the same time, there were massive changes in the industry, resulting from dramatic declines in the U.S. defense budgets since the mid-1980s.
Despite consolidation in the industry, there is opportunity. First, budgetary challenges are altering the way the Department of Defense(DoD) spends its resources. Rather than investing in new programs, the DoD is focusing its resources on enhancing its military readiness, joint operations, and on multiple mission capabilities. Those requirements increase the need to incorporate advanced electronics to improve military equipment performance and to extend the life expectancy of existing and future platforms. Second, defense/aerospace prime contractors are becoming increasingly competitive in their efforts to get more defense dollars. As a result, they are growing reluctant to purchase products, components and sub-systems from one another to support their platforms. In addition, the need for cost-consciousness in purchasing these products and the growing use of off-the-shelf products is making it more attractive to rely on mezzanine companies as suppliers.
As a result, Lanza and LaPenta, in conjunction with Lehman Brothers and Lockheed Martin decided to form a mezzanine company - L-3 Communications - that would be the supplier of choice for prime contractors. In establishing the company, several advanced electronics businesses were purchased that were part of the Lockheed Martin, Loral Corporation merger that occurred in 1996. Also purchased from Lockheed Martin was a division located in Camden, NJ that had been part of GE.
L-3 Communications opened its doors with leadership businesses in secure communication systems, avionics, displays, microwave components and telemetry and instrumentation products. Each business was either number one or number two in their niche segment. Some of the company's well-known brand names are Fairchild Aviation Recorders and the Narda catalog of microwave products. There were also new commercial technologies resulting from its proprietary technologies, including fixed wireless loop equipment, explosion detection systems and medical imaging and archiving equipment.
L-3 Communication's goal is to be the leading mezzanine supplier to prime contractors. The company will do so by investing in its core technologies and acquiring companies that enhance or complement its current technologies.
Milestones:
March 1998 - L-3 completed the purchase of ILEX Systems, a leading supplier of information technology, software and related military products. The addition of ILEX brings 500 experienced software engineers and scientists and a well-established presence in military and government programs.
March 1998 - L-3 finalized the purchase of Ocean Systems, a leading supplier of surface and undersea products. With over 40 years in the business, Ocean Systems develops and products acoustic undersea warfare systems, including airborne dipping sonars, surface ship sonars, hydroacoustic products and mine detection and neutralization products that offer the best performance in the industry.
May 1998 - L-3 completed its initial public offering of 6.9 million shares of common stock and its 8.5% senior subordinated notes offering, resulting in net proceeds of $139.5 million and $173.8 million, respectively, for a combined total of $313.3 million. Stock begins trading under the symbol LLL on the NYSE.
August 1998 - L-3 acquired SPD Technologies, Inc., one of the world's leading providers of state-of-the-art, mission-critical electronics and electrical power products and subsystems. SPD's technologies are incorporated into every nuclear submarine, air craft carrier and surface platform operated by the United States Navy.
December 1998 - L-3 agreed to acquire Microdyne Corporation, a premier global developer and manufacturer of aerospace telemetry receivers, secure communications and technical service solutions for high technology providers. Microdyne's products, in addition to L-3's existing products, enabled us to provide total solutions to our space customers for command, control, telemetry, monitoring and tracking requirements.
February 1999 - L-3 completed a public stock offering of 5.0 million shares, raising net proceeds of approximately $201.5 million.
April 1999 - L-3 acquired Aydin Corporation, a leader in technologically advanced telemetry, communications and other electronic products and systems for military, space, government and commercial customers.
June 1999 - L-3 purchased Interstate Electronics Corporation (IEC), a long-term supplier of critical test instrumentation and missile tracking systems for the U.S. Navy's Fleet Ballistic Missile weapons systems, used aboard the Trident submarine. IEC is also a leader in Global Positioning System (GPS) technology currently in use on multiple aircraft, cruise missile and precision guided bombs and projectiles.
October 1999 - L-3 agreed to acquire LNR and EMP, leading providers of antennas and complete tracking for Telemetry, Tracking & Control (TT&C) for receiving high rate imagery data, flight termination systems, up and down converters for C, X, Ku, and Ka-band satellites, military fixed and portable command and control ground stations, portable commercial satellite news gathering uplinks and satellite components.
December 1999 - Standard and Poor's announced the addition of L-3 Communications to its S&P MidCap 400 Index, representing the Technology sector and the Communications Equipment Industry group.
December 1999 - L-3 acquired Space and Navigation Systems, a leader in navigation products for major weapons systems and satellites. The company is a premier supplier of high-quality, high-reliability gyroscopes, controlled momentum devices and star sensors for commercial, military and other satellite applications, rocket guidance systems, tactical artillery and tactical navigation.
February 2000 - L-3 acquired the assets of the Training Devices and Training Services (TDTS) business of the Raytheon Company. Following the acquisition we changed the company's name to L-3 Communications Link Simulation and Training.
April 2000 - L-3 acquired the Traffic Alert and Collision Avoidance System (TCAS) product line from Honeywell and created the L-3 Aviation Communications and Surveillance Systems division.
June 2000 - L-3 acquired all of the outstanding stock of MPRI. MPRI provides teaching and training programs to domestic and international governments as well as commercial customers. The firm's staff is comprised of former military officials from all segments of the U.S. armed forces. It employs approximately 650 former military and civilian professionals.
July 2000 - L-3 acquired a 53.5% stake in LogiMetrics, Inc and control of its operations. LogiMetrics has leadership technology for the emerging broadband wireless communications infrastructure market for Ka-band Point-to-Multipoint (PMP) distribution services, including high-speed Internet access, real-time multimedia file transfer, interactive video and other applications.
November 2000 - L-3 sells $300 million in 5.25% Convertible Senior Subordinated Notes due 2009 in L-3 stock and the net proceeds from the offering were used to repay existing debt under its Senior Credit Facilities and for general corporate purposes, including acquisitions.
April 2001 - L-3 announced a public offering of 4.575 million primary shares by the company. The proceeds were used to repay existing indebtness under L-3's senior credit facility and for general corporate purposes, including acquisitions.
May 2001 - KDI, a leading provider of premium fuzing products, was acquired by L-3. KDI products include proximity fuzes, Electronic Safe and Arm Devices (ESADs) and self-destruct/submunition grenade fuzes.
May 2001 - L-3 added EER Systems, specializing in communication systems, training and simulation equipment and a broad range of hardware and software for the U.S. Army, Air Force and Navy, the FAA and BMDO.
October/November 2001- L-3 sold $420 million of 4.00% Senior Subordinated Convertible Contingent Debt Securities (CODES) due 2011.
November 2001 - L-3 acquired Spar Aerospace Limited, a leading global provider of turnkey aviation life cycle management services, providing value-added engineering and upgrades for selected military and commercial aviation programs.
March 2002 - L-3 added its largest acquisition to date - Aircraft Integration Systems (AIS), a division of Raytheon that is a leader in the global Intelligence, Surveillance and Reconnaissance (ISR) market.
April 2002 - L-3 Board of Directors approved a two-for-one stock split on all shares of its common stock.
June 2002 - L-3 Communications successfully completed its acquisition of the Detection Systems business of PerkinElmer. The new company was combined with L-3's existing EDS business to form L-3 Communications Security and Detection Systems.
L-3 completed a public offering of 14.0 million shares. Net proceeds of this offering were used to repay existing indebtedness and for general corporate purposes, including acquisitions.
July 2002 - L-3 acquired ComCept, Inc., a leader in network-centric warfare (NCW) capabilities, including requirements development, modeling, simulation, communications and systems development and integration for ISR.
October 2002 - L-3 successfully completed the acquisition of Northrop Grumman's Electron Devices and Displays-Navigation Systems - San Diego businesses.
November 2002 - L-3 completed its acquisition of all outstanding shares of common stock of Westwood Corporation, a leader in shipboard power control, switchgear and power distribution systems.
L-3 acquired International Microwave Corporation (IMC), a global communications company that provides wireless communications, network support systems, information technology, defense communications and enhanced surveillance systems.
L-3 acquired Wescam, a leading provider of wireless visual information systems to the military and commercial sectors. Wescam adds electro-optical surveillance capabilities to L-3's Intelligence, Surveillannce, Reconnaissance and Communications (ISR&C) products and subsystems.
March 2003 - L-3 acquired Avionics Systems business from Goodrich Corporation. Avionics Systems is a leading designer and manufacturer of advanced cockpit equipment, innovative avionics solutions and safety systems.
May 2003 - L-3 sold $400 million of 6 1/8% Senior Subordinated Notes. The company used a portion of the proceeds to redeem its $180 million of 8 1/2% Senior Subordinated Notes.
May 2003 - L-3 completed its acquisition of Aeromet, Inc., a leader in electro-optical and infrared (EO/IR) programs supporting Intelligence, Surveillance and Reconnaissance (ISR) missions and specialized meteorological applications.
September 2003 - L-3 acquired Klein Associates, Inc., a business unit of OYO Corporation of Japan. Klein is a pioneer in the development of side-scan sonars, sub-bottom profilers and related instruments and accessories for undersea search and survey.
October 2003 - L-3 successfully completed the acquisition of the Military Aviation Services (MAS) business of Bombardier Inc. MAS is a leader in systems engineering support and aircraft modernization, providing a full range of technical services in the areas of aircraft maintenance, repair and upgrade for military aircraft and regional jets and selected commercial aircraft.
December 2003 - L-3 successfully completed its acquisition of Vertex Aerospace LLC. Vertex is a leading provider of aerospace and other technical services to the Department of Defense (DoD) and other government agencies, including the US Air Force, US Navy, US Army, US Marine Corps, Department of Homeland Security (DHS), Drug Enforcement Administration (DEA) and NASA.
L-3 sold $400.0 million of 6 1/8% Senior Subordinated Notes. The company initiated the redemption of $300 million of 5 1/4% Convertible Senior Subordinated Notes, which resulted in the conversion of substantially all the 5 1/4% Notes into L-3 common stock in January, 2004.
L-3 acquired certain defense and aerospace assets of IPICOM, Inc. This business is a leading manufacturer of broadband communications products and systems, including advanced performance analog, digital and fiber optic transmission systems widely used in broadband, cable TV, security and surveillance applications.
January 2004 - L-3?s Board of Directors declared the company?s first quarterly cash dividend of $0.10 per share, payable March 15, 2004, to shareholders of record at the close of business on February 17, 2004.
