Collects precedent A/B exchange offers

• Other than M&A-related deals

• Which can be found here

• A/B Exchange Offer Topic Page

• Covers substantive issues

Exchange offer for $350 mm 2% convertible debentures

• Announced 10.26.04

• Press release

• Completed 11.24.04

• Press release

SEC Filings

• Exchange offer prospectus 11.22.04
• Resale prospectus 11.19.04
• Amendment #2 11.17.04

• Indenture
• Ropes Gray opinion
• Acceleration request
• SEC comment letter 11.16.04

• Amendment #1 11.10.04

• SEC comment letter 11.08.04
• Indenture
• Letter of transmittal

• Form S-4 10.26.04

• Schedule TO
• Indenture
• Exchange agency agreement
• Letter of transmittal
• Form T-1
• Ropes & Gray opinion

Recast to accommodate issuer's being acquired

• A/B exchange for $200mm 8% senior subordinated notes
• Before closing of original exchange offer,
  Titan agreed to Lockheed Martin merger proposal
• Exchange offer recast to include:

• Consent solicitation for waivers sought by Lockheed
• Payment of a consent fee to Titan noteholders
• Substitution of a Lockheed guaranty
  for Titan subsidiary guarantee
• Ultimately, merger was terminated
  because of a material adverse change
• Hogan & Hartson / King & Spalding

Announcement

SEC Filings

SEC_CODE_REF_0090001192884

Three tranche exchange offer

• A/B exchange offer for $ 1.4 billion debt offering
• Three tranches:

• $400mm 3.75% Senior Notes due 2008
• $500mm 5.00% Senior Notes due 2013
• $500mm 6.375% Senior Notes due 2033

• Simpson Thacher

Announcement

SEC Filings

A/B Exchange Offers