L3Harris Technologies (NYSE: LHX) today announced the signing of a definitive agreement under which an affiliate of TJC L.P. will acquire L3Harris’ Commercial Aviation Solutions (CAS) business for $800 million. The acquisition includes a $700 million cash purchase price and $100 million earnout based on the achievement of certain 2023 and 2024 financial performance targets, which together represent an approximate 15x LTM 9/30 EBITDA purchase multiple. The transaction is expected to close in the first half of 2024 and is subject to customary closing conditions and regulatory approvals.

“Today’s announcement is consistent with our multi-year strategy to optimize our national security, technology-focused portfolio,” said Christopher E. Kubasik, Chair and CEO, L3Harris. “Aligned with our capital allocation priorities, we plan to use the proceeds from this transaction to repay debt, which will accelerate our timeline to reach our debt leverage objective.”

The CAS transaction includes the sale of L3Harris’ surveillance joint venture and is subject to a right of first refusal; if exercised, an affiliate of TJC L.P. will acquire the rest of CAS.

L3Harris’ CAS business employs approximately 1,450 people and offers pilot training, flight data analytics, avionics, and advanced air mobility products and services, among other capabilities.

Morgan Stanley & Co. LLC and Moelis & Company are serving as financial advisors to L3Harris, and Sullivan & Cromwell LLP is serving as legal advisor. J.P. Morgan Securities LLC is acting as financial advisor, and Kirkland & Ellis LLP is serving as legal counsel for TJC L.P.

About L3Harris Technologies

L3Harris Technologies is the Trusted Disruptor in the defense industry. With customers’ mission-critical needs always in mind, our nearly 50,000 employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security.

About TJC

TJC L.P. (formerly known as The Jordan Company), founded in 1982, is a middle-market private equity firm that has raised funds with original capital commitments in excess of $22 billion and has a 41-year track record of investing in and contributing to the growth of many businesses across a wide range of industries including Diversified Industrials; Technology, Telecom & Power; Logistics & Supply Chain and Consumer & Healthcare. The senior investment team has been investing together for over 20 years and is supported by the Operations Management Group, which was established in 1988 to initiate and support operational improvements in portfolio companies. TJC has offices in New York, Miami, Chicago and Stamford. For more information, visit www.tjclp.com.

Forward-Looking Statements

This press release contains forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. L3Harris cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Important risk factors that could cause actual results or outcomes to differ from those expressed in the forward-looking statements are described in the “Risk Factors” sections of L3Harris’ Annual Report on Form 10-K for the year ended December 30, 2022, and subsequent quarterly reports on Form 10-Q. In addition, the following factors, among others, could cause actual results to differ materially from the forward-looking statements or historical performance: the potential impact on the announcement or consummation of the transaction on relationships, delays in, or failures in respect of, anticipated satisfaction of closing conditions, unexpected costs, liabilities or delays, legal proceedings or the ability to obtain regulatory approvals, the satisfaction of other closing conditions in a timely manner or at all, or failure to achieve the earnout. Statements about business acquisitions, benefits, timing, use of proceeds and future plans, are forward-looking and involve risks and uncertainties. L3Harris disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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