Northrop Grumman Corporation (NYSE:NOC) (“Northrop Grumman”)
announced today that it has priced a $8.25 billion underwritten
public offering of senior unsecured notes. The notes include:
$1.0 billion of 2.08% Senior Notes due 2020 (the “2020
Notes”)
$1.5 billion of 2.55% Senior Notes due 2022 (the “2022
Notes”)
$1.5 billion of 2.93% Senior Notes due 2025 (the “2025
Notes”)
$2.0 billion of 3.25% Senior Notes due 2028 (the “2028
Notes”)
$2.25 billion of 4.03% Senior Notes due 2047 (the “2047
Notes”)
Northrop Grumman intends to use the net proceeds of the
offering, together with cash on hand, to finance Northrop Grumman’s
previously announced acquisition of Orbital ATK, Inc. (the “Orbital
ATK Acquisition”) and to pay related fees and expenses. If the
Orbital ATK Acquisition is not consummated on or prior to Dec. 17,
2018, or if the merger agreement relating to the Orbital ATK
Acquisition is terminated prior to such date, then, in either case,
Northrop Grumman will be required to redeem the 2020 Notes, 2022
Notes, 2025 Notes and 2047 Notes in a special mandatory redemption.
If the Orbital ATK Acquisition is not consummated, Northrop Grumman
expects to use the net proceeds from the offering of the 2028 Notes
for general corporate purposes, including debt repayment, share
repurchases, pension plan funding, acquisitions and working
capital. The 2028 Notes will not be subject to a special
mandatory redemption.
The offering is expected to close on Oct. 13, 2017, subject to
the satisfaction of customary closing conditions. When available,
copies of the prospectus supplement and the accompanying base
prospectus related to the offering may be obtained by calling J.P.
Morgan Securities LLC collect at (212) 834-4533, Credit Suisse
Securities (USA) LLC at (800) 221-1037, Goldman Sachs & Co. LLC
at (866) 471-2526, and Wells Fargo Securities, LLC at (800)
645-3751. A copy of these documents may also be obtained by
visiting EDGAR on the Securities and Exchange Commission (“SEC”)
website at www.sec.gov.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such jurisdiction.
The securities are being offered pursuant to an
effective shelf registration statement previously filed with the
SEC, and a prospectus supplement and accompanying prospectus filed
with the SEC as part of the shelf registration
statement.
Northrop Grumman is a leading global security company providing
innovative systems, products and solutions in autonomous systems,
cyber, C4ISR, strike, and logistics and modernization to customers
worldwide.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain statements, other than statements
of historical fact that constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as “expect,” “intend,” “may,” “could,” “plan,”
“project,” “forecast,” “believe,” “estimate,” “outlook,”
“anticipate,” “trends,” “goals” and similar expressions generally
identify these forward-looking statements. Forward-looking
statements include, among other things, statements relating to
Northrop Grumman’s future financial condition, results of
operations and/or cash flows, expected benefits of the proposed
acquisition, the timing of the proposed acquisition and financing
the proposed acquisition. Forward-looking statements are based upon
assumptions, expectations, plans and projections that Northrop
Grumman believes 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 discussed in this communication,
those identified under “Risk Factors” and other important factors
disclosed in Northrop Grumman’s Annual Report on Form 10-K and from
time to time in Northrop Grumman’s other filings with the SEC; the
possibility that Orbital ATK stockholders may not approve the
proposed acquisition; the possibility that the closing conditions
of the proposed acquisition may not be satisfied; the possibility
that regulatory approvals required for the proposed acquisition may
not be obtained on acceptable terms, on the anticipated schedule,
or at all; the possibility that long-term financing for the
proposed acquisition may not be available on favorable terms, or at
all; the risk that closing of the proposed acquisition may not
occur or may be delayed, either as a result of litigation or
otherwise; the occurrence of an event that could give rise to
termination of the proposed acquisition; the risk that stockholder
litigation in connection with the proposed acquisition may affect
the timing or occurrence of the proposed acquisition or result in
significant costs of defense, indemnification and liability; the
possibility that anticipated benefits of the proposed acquisition
may not be realized or may take longer to realize than expected;
the possibility that costs related to Northrop Grumman’s
integration of Orbital ATK’s operations may be greater than
expected and/or that revenues following the proposed acquisition
may be lower than expected; the effect of the transaction on the
ability of Northrop Grumman and Orbital ATK to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers, including the U.S. Government; responses
from customers and competitors to the proposed acquisition; the
possibility that Northrop Grumman’s business or Orbital ATK’s
business may be disrupted due to transaction-related uncertainty;
the risk that the proposed acquisition may distract Northrop
Grumman’s management from other important matters; the impact of
legislative, regulatory and competitive changes; results from the
proposed acquisition different than those anticipated; and the
other risks and uncertainties detailed in Orbital ATK’s filings,
including its Annual Report on Form 10-K, with the SEC.
You are urged to consider the limitations on, and risks
associated with, forward-looking statements and not unduly rely on
the forward-looking statements including the accuracy
thereof. Forward-looking statements are based on information,
plans and estimates as of the date they are made and there may be
other factors that may cause actual results to differ materially
from these forward-looking statements. Northrop Grumman
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
subsequent events or otherwise, except as required by applicable
law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Orbital ATK by Northrop
Grumman. In connection with the proposed acquisition, Orbital
ATK filed a preliminary proxy statement with the SEC on October 2,
2017. Following the filing of a definitive proxy statement with the
SEC, Orbital ATK will mail the definitive proxy statement and a
proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed acquisition. Stockholders of
Orbital ATK are urged to read these materials (including any
amendments or supplements thereto) and any other relevant documents
Orbital ATK will file with the SEC in connection with the proposed
acquisition when such documents become available, including Orbital
ATK’s definitive proxy statement, because they will contain
important information about the proposed acquisition.
Investors and security holders are able to obtain the documents
(once available) free of charge at the SEC’s web site,
http://www.sec.gov, and from Orbital ATK by going to its investor
relations web site at www.orbitalatk.com/investors.
Participants in Solicitation
Northrop Grumman and its directors and executive officers, and
Orbital ATK and its directors and executive officers, may be deemed
to be participants in the solicitation of proxies from the holders
of Orbital ATK shares of common stock in respect of the proposed
acquisition. Information about the directors and executive
officers of Northrop Grumman is set forth in the proxy statement
for Northrop Grumman’s 2017 Annual Meeting of Shareholders, which
was filed with the SEC on March 31, 2017. Information about
the directors and executive officers of Orbital ATK is set forth in
the proxy statement for Orbital ATK’s 2017 Annual Meeting of
Stockholders, which was filed with the SEC on June 23, 2017.
Information regarding the identity of the potential participants,
and their direct or indirect interests in the proposed acquisition,
by security holdings or otherwise, is set forth in the preliminary
proxy statement relating to the proposed acquisition and will be
set forth in the definitive proxy statement and other materials to
be filed with the SEC in connection with the proposed
acquisition.
Contact:
Tim Paynter (Media)703-280-2720timothy.paynter@ngc.com
Steve Movius (Investors)703-280-4575steve.movius@ngc.com
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