LOS ANGELES, Feb. 25, 2011 /PRNewswire-FirstCall/ -- Northrop Grumman (NYSE: NOC) today announced that its wholly owned subsidiary, Huntington Ingalls Industries, Inc. (HII), intends to offer up to $1.175 billion in aggregate principal amount of senior unsecured notes due 2018 and senior unsecured notes due 2021, subject to market conditions, in a private placement to be conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The offering is part of the financing for an anticipated spin-off of HII from Northrop Grumman. HII is also in discussions with lenders to arrange up to $650 million of senior secured revolving credit due 2016 and a senior secured term loan due 2016 of up to $600 million.
While any final decision remains subject to board approval, the financing activities announced today are an important step toward an anticipated spin-off of HII from Northrop Grumman.
The securities to be offered have not been registered under the Securities Act, or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Northrop Grumman is a leading global security company whose 120,000 employees provide innovative systems, products and solutions in aerospace, electronics, information systems, shipbuilding and technical services to government and commercial customers worldwide. Please visit www.northropgrumman.com for more information.
Statements in this release, other than statements of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "likely" and similar expressions generally identify these forward-looking statements. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forwardlooking statements due to factors such as: timing and execution of any strategic alternative for the shipbuilding business, including a spin-off as described in this release; timing and execution of consolidation of our Gulf Coast facilities; the effect of economic conditions in the United States and globally; access to capital; future sales and cash flows; changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, changes in import and export policies, and changes in customer short-range and long-range plans); and other risk factors disclosed in our filings with the Securities and Exchange Commission. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. Any such risks or uncertainties could cause our results to differ materially from those expressed in forward-looking statements.
You should not put undue reliance on any forward-looking statements in this release. These forward-looking statements speak only as of the date of this release and we undertake no obligation to update any forward-looking statements after we distribute this release.
SOURCE Northrop Grumman Corporation