NEWPORT NEWS, Va., Nov. 02, 2015 — Huntington Ingalls Industries, Inc. (NYSE:HII) (“HII” or the “Company”) announced today an offering by HII of $600 million aggregate principal amount of Senior Notes due 2025 (the “Notes”).
The Notes will be general unsecured obligations, ranking equally in right of payment with all existing and future unsecured senior indebtedness of the Company and the subsidiary guarantors of the Notes and senior in right of payment to any of the Company’s and the subsidiary guarantors’ future subordinated indebtedness.
The Company also launched today a cash tender offer and consent solicitation with respect to the Company’s outstanding 7.125% Senior Notes due 2021 (the “2021 Notes”). The Company intends to use the net proceeds from the sale of the Notes and cash on hand to pay the consideration for the tender offer and consent solicitation, plus fees and expenses, and, if all 2021 Notes are not tendered pursuant to the tender offer, to fund the redemption of all 2021 Notes that remain outstanding after the completion of the tender offer and consent solicitation. Any remaining proceeds will be used for general corporate purposes.
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 and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 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.
About Huntington Ingalls Industries
Huntington Ingalls Industries is America’s largest military shipbuilding company and a provider of engineering, manufacturing and management services to the nuclear energy, oil and gas markets. For more than a century, HII’s Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. Headquartered in Newport News, Virginia, HII employs approximately 37,000 people operating both domestically and internationally.
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. Forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed in these statements. Factors that may cause such differences include the failure to complete the sale of the Notes; the failure to consummate the tender offer and consent solicitation; changes in government and customer priorities and requirements (including government budgetary constraints, shifts in defense spending, and changes in customer short-range and long-range plans); our ability to obtain new contracts, estimate our future contract costs and perform our contracts effectively; changes in government regulations and procurement processes and our ability to comply with such requirements; our ability to realize the expected benefits from consolidation of our Ingalls facilities; natural disasters; adverse economic conditions in the United States and globally; risks related to our indebtedness and leverage and other risk factors discussed in our filings with the U.S. 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, and we undertake no obligations to update any forward-looking statements. You should not place undue reliance on any forward-looking statements that we may make.