Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”)
announced today that it has (i) extended the early tender date from
August 13, 2021 (the “Original Early Tender Date”) to 5:00 p.m.,
New York City time, on August 20, 2021 (the “Extended Early Tender
Date”) in connection with its previously announced (A) offers to
exchange (the “Exchange Offers”) any and all outstanding notes of
Northrop Grumman Systems Corporation (“NGSC”), as set forth in the
table below (the “Existing Notes”), for (1) up to $1,171,189,000
aggregate principal amount of new notes issued by Northrop Grumman
(the “New Notes”) and (2) cash, and (B) related consent
solicitations being made by Northrop Grumman and NGSC (the “Consent
Solicitations”) to (1) adopt certain amendments to each of the
indentures governing the Existing Notes (the “Indenture
Amendments”) and (2) except with respect to NGSC’s 7.750%
Debentures due 2031, amend and terminate each of the corresponding
guarantees currently provided by Northrop Grumman of NGSC’s
obligations in respect of the applicable series of Existing Notes
(the “Guarantee Amendments”, together with the Indenture
Amendments, the “Proposed Amendments”) and (ii) increased the cash
portion of the consideration offered in the Exchange Offers and
waived certain conditions, each as described below. In addition,
Northrop Grumman announced that it has extended the withdrawal
deadline for each Exchange Offer and Consent Solicitation from
August 13, 2021 to 5:00 p.m., New York City time, on August 17,
2021.
As of the Original Early Tender Date, the following principal
amounts of each series of Existing Notes have been validly tendered
and not validly withdrawn (and consents thereby validly given and
not validly revoked):
Title of Series/ CUSIP Number of Existing
Notes |
|
Maturity Date |
|
Aggregate Principal Amount
Outstanding |
|
Principal Amount of Existing Notes Tendered at Original
Early Tender Date |
|
Percentage of Existing Notes Tendered at Original Early
Tender Date |
7.875% Debentures due 2026 /
666807AQ5 |
|
March 1, 2026 |
|
$269,850,000 |
|
$75,981,000 |
|
28.16% |
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2026 /
538021AC0 |
|
March 15, 2026 |
|
$256,689,000 |
|
$47,828,000 |
|
18.63% |
|
|
|
|
|
|
|
|
|
6.650% Debentures due 2028 /
872649AQ1 |
|
January 15, 2028 |
|
$41,205,000 |
|
$38,859,000 |
|
94.31% |
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2029 /
872649BH0 |
|
June 1, 2029 |
|
$89,940,000 |
|
$20,235,000 |
|
22.50% |
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2031 /
666807AW2 |
|
February 15, 2031 |
|
$466,490,000 |
|
$166,409,000 |
|
35.67% |
|
|
|
|
|
|
|
|
|
6.980% Debentures due 2036 /
538021AH9 |
|
March 15, 2036 |
|
$47,015,000 |
|
$12,300,000 |
|
26.16% |
|
|
|
|
|
|
|
|
|
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the offering memorandum and consent solicitation statement dated
August 2, 2021, and the related letter of transmittal (the
“Offering Memorandum and Consent Solicitation Statement”), copies
of which were previously distributed to eligible holders of the
Existing Notes. As mentioned above, Northrop Grumman has increased
the cash portion of the Exchange Consideration and the Total
Exchange Consideration (each as defined in the Offering Memorandum
and Consent Solicitation Statement) offered for each $1,000
principal amount of Existing Notes validly tendered and not validly
withdrawn from $2.50 to $5.00.
The following table sets forth, for each series of Existing
Notes, the Exchange Consideration, Early Tender Premium and Total
Exchange Consideration, in each case, after giving effect to the
changes described herein:
Title of Series/ CUSIP Number of Existing
Notes |
|
Maturity Date |
|
Aggregate Principal Amount
Outstanding |
|
Exchange Consideration(1) |
|
Early Tender
Premium(1)(2) |
|
Total Exchange
Consideration(1)(3) |
7.875% Debentures due 2026 /
666807AQ5 |
|
March 1, 2026 |
|
$269,850,000 |
|
$970 principal amount of New
7.875% Senior Notes due 2026 and $5.00 in cash |
|
$30 principal amount of New
7.875% Senior Notes due 2026 |
|
$1,000 principal amount of New
7.875% Senior Notes due 2026 and $5.00 in cash |
|
|
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2026 /
538021AC0 |
|
March 15, 2026 |
|
$256,689,000 |
|
$970 principal amount of New
7.750% Senior Notes due 2026 and $5.00 in cash |
|
$30 principal amount of New
7.750% Senior Notes due 2026 |
|
$1,000 principal amount of New
7.750% Senior Notes due 2026 and $5.00 in cash |
|
|
|
|
|
|
|
|
|
|
|
6.650% Debentures due 2028 /
872649AQ1 |
|
January 15, 2028 |
|
$41,205,000 |
|
$970 principal amount of New
6.650% Senior Notes due 2028 and $5.00 in cash |
|
$30 principal amount of New
6.650% Senior Notes due 2028 |
|
$1,000 principal amount of New
6.650% Senior Notes due 2028 and $5.00 in cash |
|
|
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2029 /
872649BH0 |
|
June 1, 2029 |
|
$89,940,000 |
|
$970 principal amount of New
7.750% Senior Notes due 2029 and $5.00 in cash |
|
$30 principal amount of New
7.750% Senior Notes due 2029 |
|
$1,000 principal amount of New
7.750% Senior Notes due 2029 and $5.00 in cash |
|
|
|
|
|
|
|
|
|
|
|
7.750% Debentures due 2031 /
666807AW2 |
|
February 15, 2031 |
|
$466,490,000 |
|
$970 principal amount of New
7.750% Senior Notes due 2031 and $5.00 in cash |
|
$30 principal amount of New
7.750% Senior Notes due 2031 |
|
$1,000 principal amount of New
7.750% Senior Notes due 2031 and $5.00 in cash |
|
|
|
|
|
|
|
|
|
|
|
6.980% Debentures due 2036 /
538021AH9 |
|
March 15, 2036 |
|
$47,015,000 |
|
$970 principal amount of New
6.980% Senior Notes due 2036 and $5.00 in cash |
|
$30 principal amount of New
6.980% Senior Notes due 2036 |
|
$1,000 principal amount of New
6.980% Senior Notes due 2036 and $5.00 in cash |
__________________(1) For each $1,000 principal amount of
Existing Notes accepted for exchange.
(2) In order to be eligible to receive the Early Tender Premium,
eligible holders must validly tender (and not validly withdraw)
their Existing Notes at or prior to the Extended Early Tender
Date.
(3) Total Exchange Consideration includes the Early Tender
Premium.
Each Exchange Offer with respect to a series of Existing Notes
was originally conditioned upon the receipt by Northrop Grumman and
NGSC of the requisite consents for the applicable Proposed
Amendments in the corresponding Consent Solicitation with respect
to such series of Existing Notes, subject to Northrop Grumman’s
right to waive such condition at any time with respect to an
Exchange Offer. Northrop Grumman has, in accordance with the
terms of each Exchange Offer, waived this condition to receive
requisite consents for the applicable Proposed Amendments in the
corresponding Consent Solicitation with respect to each of the
Exchange Offers.
Following receipt of the requisite consents for the applicable
Proposed Amendments in a Consent Solicitation with respect to a
series of Existing Notes, Northrop Grumman and NGSC intend to enter
into the applicable supplemental indentures and/or amendments to
guarantees with the trustee for such series of Existing Notes to
effect the applicable Indenture Amendments and/or Guarantee
Amendments, but these amendments will become operative only upon
settlement of the applicable Exchange Offer.
The Exchange Offers and Consent Solicitations will expire at
11:59 p.m., New York City time, on August 31, 2021, unless such
date is extended (the “Expiration Date”). Northrop Grumman
currently expects settlement of the Exchange Offers to occur on
September 2, 2021, unless the Expiration Date is extended.
Documents relating to the Exchange Offers and Consent
Solicitations will be distributed only to eligible holders of
Existing Notes who certify that they are either (a) a “Qualified
Institutional Buyer” as that term is defined in Rule 144A under the
Securities Act of 1933 (the “Securities Act”), or (b) a person that
is outside the “United States” and that (i) is not a “U.S. person,”
as those terms are defined in Rule 902 under the Securities Act,
(ii) is not an “EEA Retail Investor” or “UK Retail Investor” (as
defined in the Offering Memorandum and Consent Solicitation
Statement), and (iii) in the case of persons located in the United
Kingdom, is a “Relevant Person” (as defined in the Offering
Memorandum and Consent Solicitation Statement). Eligible holders of
Existing Notes resident in Canada will also be required to certify
that they are (i) an “accredited investor” as defined in section
73.3(1) of the Securities Act (Ontario), in the case of a person
resident in Ontario, or National Instrument 45-106 – Prospectus
Exemptions, in the case of a person resident in any other
jurisdiction in Canada, that either would acquire the New Notes for
its own account or would be deemed to be acquiring the New Notes as
principal pursuant to applicable law and (ii) a “permitted client”
as defined in National Instrument 31-103 – Registration
Requirements, Exemptions and Ongoing Registrant Obligations. The
complete terms and conditions of the Exchange Offers and Consent
Solicitations are described in the Offering Memorandum and Consent
Solicitation Statement, a copy of which may be obtained by
contacting D.F. King & Co., Inc., the exchange agent and
information agent in connection with the Exchange Offers and
Consent Solicitations, at (877) 783-5524 (U.S. toll-free) or (212)
269-5550 (banks and brokers) or noc@dfking.com. The eligibility
form is available electronically at:
https://www.dfking.com/noc.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New Notes have not been and, except as described in the
Offering Memorandum and Consent Solicitation Statement, will not be
registered under the Securities Act or any state securities laws.
Therefore, the New Notes may not be offered, sold or otherwise
transferred within the United States or to or for the account of
any U.S. person absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
About Northrop Grumman CorporationNorthrop
Grumman solves the toughest problems in space, aeronautics, defense
and cyberspace to meet the ever evolving needs of our customers
worldwide. Our 90,000 employees define possible every day using
science, technology and engineering to create and deliver advanced
systems, products and services.
Forward-Looking StatementsStatements in this
press release contain or may contain statements that constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as “will,”
“expect,” “anticipate,” “intend,” “may,” “could,” “should,” “plan,”
“project,” “forecast,” “believe,” “estimate,” “outlook,” “trends,”
“goals” and similar expressions generally identify these
forward-looking statements. Forward-looking statements include,
among other things, statements relating to the timing or
consummation of the exchange offers and consent solicitations.
Forward-looking statements are based upon assumptions,
expectations, plans and projections that we believe to be
reasonable when made, but which may change over time. These
statements are not guarantees of future performance and inherently
involve a wide range of risks and uncertainties that are difficult
to predict. Specific risks that could cause actual results to
differ materially from those expressed or implied in these
forward-looking statements include, but are not limited to: those
identified and discussed more fully in the section entitled “Risk
Factors” in our Form 10-K for the year ended December 31, 2020 and
subsequent Quarterly Reports on Form 10-Q and from time to time in
our other filings with the Securities and Exchange Commission. You
are urged to consider the limitations on, and risks associated
with, forward-looking statements and not unduly rely on the
accuracy of forward-looking statements. These forward-looking
statements speak only as of the date when made, and we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
Contact: |
|
Vic Beck (Media)703-280-4456 (office)vic.beck@ngc.com |
|
|
|
|
|
Todd Ernst (Investors)703-280-4535
(office)todd.ernst@ngc.com |
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