Northrop Grumman Corporation Commences Registered Exchange Offer for Notes Issued in Connection with Prior Private Exchange Offer
12 Mai 2022 - 10:33PM
Northrop Grumman Corporation (NYSE: NOC) (“Northrop Grumman”)
announced today that it has commenced its offer to eligible holders
to exchange (the “Registered Exchange Offer”) any and all of the
$421,664,000 aggregate principal amount of its outstanding
unsecured notes previously issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), as set forth in the table below (the
“Restricted Notes”), for an equal principal amount of new notes
registered under the Securities Act (the “Exchange Notes”).
The following table sets forth the outstanding aggregate
principal amount of each series of Restricted Notes. The Registered
Exchange Offer consists of an offer to exchange up to the entire
aggregate principal amount of each series of Restricted Notes for
an equal principal amount of the corresponding series of Exchange
Notes.
The terms of the Exchange Notes to be issued in the Registered
Exchange Offer are substantially identical to the terms of the
corresponding series of Restricted Notes, except that the Exchange
Notes will be registered under the Securities Act and the transfer
restrictions, registration rights and additional interest
provisions applicable to the Restricted Notes will not apply to the
Exchange Notes. The Exchange Notes will represent the same debt as
the Restricted Notes, and the Company will issue the Exchange Notes
under the same indenture that governs the applicable series of
Restricted Notes.
Title of Series / CUSIP Numbers ofRestricted
Notes |
|
Maturity Date |
|
Aggregate
Principal AmountOutstanding |
7.875% Senior Notes due 2026 /
666807BV3 / U66508AF6 |
|
March 1, 2026 |
|
$76,490,000 |
7.750% Senior Notes due 2026 /
666807BX9 / U66508AG4 |
|
March 15, 2026 |
|
$47,828,000 |
6.650% Senior Notes due 2028 /
666807BZ4 / U66508AH2 |
|
January 15, 2028 |
|
$38,859,000 |
7.750% Senior Notes due 2029 /
666807CB6 / U66508AJ8 |
|
June 1, 2029 |
|
$79,323,000 |
7.750% Senior Notes due 2031 /
666807CD2 / U66508AK5 |
|
February 15, 2031 |
|
$166,864,000 |
6.980% Senior Notes due 2036 /
666807CF7 / U66508AL3 |
|
March 15, 2036 |
|
$12,300,000 |
The Company will accept for exchange any and all Restricted
Notes validly tendered and not validly withdrawn prior to 5:00
p.m., New York City time, on June 13, 2022 (the “Expiration Date”),
unless extended. Prior to the Expiration Date, tenders of
Restricted Notes may be withdrawn according to the procedures
described in the Prospectus. The settlement date will be promptly
after the Expiration Date and is expected to be within two business
days after the Expiration Date.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Restricted Notes as to
when such intermediary needs to receive instructions from a holder
in order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Registered Exchange Offer before
the deadlines specified herein and in the Prospectus. The deadlines
set by each clearing system for the submission and withdrawal of
exchange instructions will also be earlier than the relevant
deadlines specified herein and in the Prospectus.
The Registered Exchange Offer is being made pursuant to the
terms and subject to the conditions set forth in a prospectus filed
with the Securities and Exchange Commission dated May 12, 2022 (as
the same may be amended or supplemented, the “Prospectus”). The
complete terms and conditions of the Registered Exchange Offer,
including instructions regarding procedures for tendering
Restricted Notes, are described in the Prospectus and related
letter of transmittal, copies of which may be obtained by
contacting D.F. King & Co., Inc., the exchange agent and
information agent in connection with the Registered Exchange Offer,
at (888) 280-6942 (U.S. toll-free) or (212) 269-5550 (banks and
brokers) or noc@dfking.com.
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 Registered Exchange Offer is being made solely
pursuant to the terms and conditions of the Prospectus, the related
letter of transmittal and the other related materials and only to
such persons and in such jurisdictions as is permitted under
applicable law.
About Northrop Grumman CorporationNorthrop
Grumman is a technology company, focused on global security and
human discovery. Our pioneering solutions equip our customers with
capabilities they need to connect, advance and protect the U.S. and
its allies. Driven by a shared purpose to solve our customers’
toughest problems, our 90,000 employees define possible every
day.
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,” “guidance,”
“outlook,” “trends,” “goals” and similar expressions generally
identify these forward-looking statements. Forward-looking
statements include, among other things, statements relating to our
future financial condition, results of operations and/or cash
flows. 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 the Prospectus, in our Form 10-K for the year ended
December 31, 2021 and from time to time in our other filings with
the Securities and Exchange Commission; and other events or
circumstances that could adversely impact the sale and related
transactions, including the ongoing COVID-19 pandemic and other
industry, political or economic conditions outside of our control.
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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