The Firm is representing L-3 Communications Holdings, Inc. in connection with its plan to spin off a new, independent, publicly-traded government services company.  Under the plan, L-3 would distribute all of the common stock of the new public company to L-3’s shareholders through a special dividend.  The transaction, which is intended to be tax-free to L-3 and its shareholders, is expected to be completed in the first half of 2012, subject to certain customary conditions including receipt of a ruling from the Internal Revenue Service as to the tax-free nature of the transaction.

The new public company, to be named Engility, will include L-3’s systems engineering and technical assistance (SETA) business as well as its training and operational support services business within the government services segment, while L-3 will retain its cyber, intelligence and security solutions businesses within the government services segment.  Engility is expected to generate pro forma sales of approximately $2 billion in 2011.

The Simpson Thacher team includes Bill Curbow and Iksoo Kim (M&A); Vince Pagano, A.J. Kess, Emily Tabak Epstein and Dov Gottlieb (Capital Markets); and John Creed and Noah Beck (Tax).