HUNTINGTON INGALLS INDUSTRIES ANNOUNCES PRICING OF 0.670% SENIOR NOTES DUE 2023 AND 2.043% SENIOR NOTES DUE 2028

NEWPORT NEWS, Va., (Aug. 09, 2021) -- Huntington Ingalls Industries, Inc. (NYSE: HII) (“HII” or the “Company”) announced today that it has priced its offering of $400 million aggregate principal amount of 0.670% Senior Notes due 2023 (the “2023 Notes”) and $600 million aggregate principal amount of 2.043% Senior Notes due 2028 (the “2028 Notes” and, together with the 2023 Notes, the “Notes,” and such offering, the “Notes Offering”).

The Notes Offering is part of the financing for the previously announced acquisition of Alion Science and Technology (“Alion”), pursuant to a Stock Purchase Agreement dated as of July 4, 2021 (the “Alion Purchase Agreement”), by and among Alion Holding Corp., Alion Holdings LLC and the Company (the “Alion Acquisition”). The Company expects to use the net proceeds from the Notes Offering, together with borrowings under its term loan credit facility, to fund the purchase price for the Alion Acquisition.

The Notes Offering is not conditioned upon the consummation of the Alion Acquisition and the completion of the Alion Acquisition is subject to certain conditions. If the closing of the Alion Acquisition has not occurred on or prior to the earlier of (i) April 4, 2022 (subject to an extension of up to 60 days under certain circumstances), and (ii) the date the Alion Purchase Agreement is terminated, the Company will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of the Notes, together with accrued and unpaid interest thereof, if any, to, but excluding, the special mandatory redemption date. There is no escrow account for, or security interest in, the proceeds from the sale of the Notes. Additionally, the Company expects to enter into a registration rights agreement pursuant to which it will agree to file a registration statement with respect to an offer to exchange the Notes for substantially identical notes registered under the Securities Act (or, under certain circumstances, a shelf registration statement covering resales of the Notes).

The Notes will be fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by each of the Company’s domestic subsidiaries that guarantees debt under the Company’s amended and restated revolving credit facility and, subject to certain exceptions, any domestic subsidiaries that guarantee the Company’s debt in the future under any other credit facilities or capital markets debt. The Notes Offering is expected to close on Aug. 16, 2021, subject to customary closing conditions.

The Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and, unless so registered, may not be offered or sold in the United States absent an applicable exemption from the registration requirements of the Securities Act. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

This press release is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities, and there shall not be any offer to sell, solicitation of an offer to buy or sale of the Notes in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of an offering memorandum.