NEWPORT NEWS, Va., Dec. 2, 2014 (GLOBE NEWSWIRE) — Huntington Ingalls Industries, Inc. (NYSE:HII) (the “Company”) announced today that it has completed its previously announced offering of $600 million in aggregate principal amount of its 5.000% Senior Notes due 2021 (the “Notes”).
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 unconditionally guaranteed, jointly and severally, on an unsubordinated basis, by each of the Company’s domestic subsidiaries that guarantees, and each of the Company’s wholly owned domestic subsidiaries that incurs, debt under the Company’s existing and future credit facilities. The Notes are effectively subordinated to all of the Company’s secured obligations, to the extent of the value of the assets securing such obligations, and structurally subordinated to all the obligations, including trade payables, of any of the Company’s subsidiaries that do not guarantee the Notes.
The Company also announced today the early settlement of its previously announced tender offer and consent solicitation with respect to the Company’s outstanding 6.875% Senior Notes due 2018 (the “2018 Notes”), pursuant to its Offer to Purchase and Consent Solicitation Statement dated Nov. 17, 2014 (as amended from time to time, the “Statement”). In accordance with the terms of the tender offer, the Company accepted for purchase $399.4 million in aggregate principal amount of 2018 Notes, or approximately 66.57% in principal amount of outstanding 2018 Notes, representing all such 2018 Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York time, on Dec. 1, 2014 (the “Consent Payment Date”). On Dec. 2, 2014, concurrently with the closing of the offering of the Notes, the Company purchased these tendered 2018 Notes. The tender offer will expire at 11:59 p.m., New York time, on Dec. 15, 2014, unless extended or earlier terminated by the Company.
As of the Consent Payment Date, holders of more than a majority of the outstanding 2018 Notes tendered their 2018 Notes and delivered the related consents to amend the indenture governing the 2018 Notes. As a result, the Company and the trustee under the indenture governing the 2018 Notes entered into a supplemental indenture that gives effect to the proposed amendments described in the Statement, which modify that indenture to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and related provisions in that indenture.
The supplemental indenture is binding on all holders of 2018 Notes, even those whose 2018 Notes were not purchased in the tender offer, as described in the Statement.
The Company used the net proceeds from the sale of the Notes and cash on hand to pay the consideration for the tender offer and consent solicitation, and will use the remaining proceeds from the sale of the Notes and cash on hand to fund the redemption of untendered 2018 Notes.
The withdrawal deadline for the tender offer and consent solicitation has passed and any 2018 Notes tendered may only be withdrawn to the extent required by applicable law. The complete terms and conditions of the tender offer and consent solicitation are set forth in the Statement. Requests for tender offer documents may be directed to D.F. King & Co., Inc., the information agent, at the following address: 48 Wall Street, 22nd Floor, New York, N.Y. 10005. The information agent may be telephoned by banks and brokers at 212-269-5550 and by all others at 866-620-2538 or emailed at [email protected]. The dealer manager and solicitation agent for the tender offer is Credit Suisse Securities (USA) LLC. Questions regarding the tender offer and consent solicitation may be directed to the dealer manager and solicitation agent, Attention: Liability Management Group, at 11 Madison Avenue, New York, N.Y. 10010. The dealer manager and solicitation agent may be telephoned at 212-538-2147 or toll-free at 800-820-1653.
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. 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 shall not constitute an offer, solicitation or sale 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 circular.
About Huntington Ingalls Industries
Huntington Ingalls Industries designs, builds and manages the life-cycle of the most complex nuclear and conventionally-powered ships for the U.S. Navy and Coast Guard. For more than a century, the Company’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. The Company also provides engineering and project management services expertise to the commercial energy industry, the Department of Energy and other government customers. Headquartered in Newport News, Virginia, the Company employs approximately 39,000 people operating both domestically and internationally. For more information, please visit www.huntingtoningalls.com.
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 potential changes in market conditions that could cause actual results to differ materially. You should not place undue reliance on any forward-looking statements that we may make. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise any of these statements.