The Firm represented L-3 Communications Holdings, Inc. (“L-3”) in connection with its spin-off of Engility Holdings, Inc. (“Engility”), a new, independent, publicly-traded government services company. On July 17, 2012, each L-3 shareholder of record received one share of Engility for every six shares of L-3 common stock held by such shareholder as of July 16, 2012. Engility shares will trade on the New York Stock Exchange under the symbol “EGL”.
In connection with the spin-off, the Firm also represented Engility Corporation, a wholly-owned subsidiary of Engility, with the establishment of a senior secured credit agreement that provides for total aggregate borrowings of $400 million under a $335 million senior secured term loan facility and a $65 million senior secured revolving credit facility. A portion of the proceeds from such new facilities was used to finance a $335 million distribution to L-3 and a portion of the related transaction fees and expenses.
The Simpson Thacher team included: Vince Pagano, Arjun Koshal, Dora Jimenez, Bharat Kejriwal and Samuel Warfield (Capital Markets); AJ Kess and Emily Tabak Epstein (Public Company Advisory Practice); Bill Curbow, Daniel Layfield and Bennett Surajat (M&A); Marissa Wesely, James D. Cross, Kristin Marvin and Jason Pearl (Banking and Credit); Alvin Brown, Jamin Koslowe and Jennifer Pepin (Executive Compensation and Employee Benefits); Lori Lesser and Mindy Lok (Intellectual Property) and John Creed, Noah Beck and Beatrice Larkin (Tax). Summer associates Hana Nah, Holly Gurian, Deborah Gruen and Shanita Nicholas also provided valuable assistance.