NEWPORT NEWS, Va., (Aug. 16, 2021) — Huntington Ingalls Industries, Inc. (NYSE: HII) (“HII” or the “Company”) announced today that it has completed its previously announced offering of $400 million in aggregate principal amount of its 0.670% Senior Notes due 2023 (the “2023 Notes”) and $600 million in aggregate principal amount of its 2.043% Senior Notes due 2028 (the “2028 Notes,” and together with the 2023 Notes, the “Notes”). The Company expects to use the net proceeds from the offering, together with borrowings under its term loan credit facility, to fund the purchase price for the previously announced acquisition (the “Alion Acquisition”) of Alion Science and Technology (“Alion”).
The Notes are direct, unsecured obligations of the Company and rank equally with all of the Company’s existing and future unsubordinated and unsecured obligations. 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 are effectively subordinated to all of the Company’s and the Company’s subsidiary guarantors’ secured obligations, to the extent of the value of the assets securing such obligations, and structurally subordinated to all of the obligations, including trade payables, of any of the Company’s subsidiaries that do not guarantee the Notes.
The Notes were 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 were not 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 of 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 were 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 professional services to partners in government and industry. 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. HII’s Technical Solutions division supports national security missions around the globe with unmanned systems, defense and federal solutions, and nuclear and environmental services. Headquartered in Newport News, Virginia, HII employs approximately 41,000 people operating both domestically and internationally.
Statements in this press release, other than statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in these statements. Factors that may cause such differences include: the risk that the conditions to the closing of the Alion Acquisition, including receipt of required regulatory approvals, are not satisfied; our ability to realize the anticipated synergies, growth prospects and other benefits of the Alion Acquisition, including the risk that the anticipated benefits from the Alion Acquisition may not be realized within the expected time period or at all; competition from larger or more established companies in the relevant markets; our ability to retain and hire key personnel; challenges, risks and costs associated with integrating the operations of Alion; 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); the Company’s ability to estimate its future contract costs and perform its contracts effectively; changes in procurement processes and government regulations and the Company’s ability to comply with such requirements; the Company’s ability to deliver its products and services at an affordable life cycle cost and compete within its markets; natural and environmental disasters and political instability; the Company’s ability to execute its strategic plan, including with respect to share repurchases, dividends, capital expenditures and strategic acquisitions; adverse economic conditions in the United States and globally; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; changes in key estimates and assumptions regarding the Company’s pension and retiree health care costs; security threats, including cyber security threats, and related disruptions; and other risk factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission. The COVID-19 pandemic may amplify, and in the future could amplify, the risks, uncertainties and assumptions in such forward looking statements and risk factors. There may be other risks and uncertainties that the Company is unable to predict at this time or that it currently does not expect to have a material adverse effect on its business, and the Company undertakes no obligations to update or revise any forward-looking statements. You should not place undue reliance on any forward-looking statements that the Company may make.