Huntington Ingalls Industries completion offering of 5.000% Senior Notes

PUBLISHED: 17 Nov 2015 @ 19:30 | Comments (0) |

Due 2025 and Early Settlement of Its Previously Announced Tender Offer

Huntington Ingalls Industries, Inc. (NYSE:HII) announced today that it has completed its previously announced offering of $600 million in aggregate principal amount of its 5.000% Senior Notes due 2025 (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 unsecured 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 senior secured revolving credit agreement, or guarantees or incurs, debt in the future under any other 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 7.125% Senior Notes due 2021 (the “2021 Notes”), pursuant to its Offer to Purchase and Consent Solicitation Statement dated Nov. 2, 2015 (the “Offer to Purchase”). In accordance with the terms of the tender offer, the Company accepted for purchase $469.1 million in aggregate principal amount of 2021 Notes, or approximately 78.18% in principal amount of outstanding 2021 Notes, representing all such 2021 Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York time, on Nov. 16, 2015 (the “Consent Payment Date”). On Nov. 17, 2015, concurrently with the closing of the offering of the Notes, the Company purchased these tendered 2021 Notes. The tender offer will expire at 11:59 p.m., New York time, on Dec. 1, 2015, unless extended or earlier terminated by the Company.

As of the Consent Payment Date, holders of more than a majority of the outstanding 2021 Notes tendered their 2021 Notes and delivered the related consents to amend the indenture governing the 2021 Notes. As a result, the Company and the trustee under the indenture governing the 2021 Notes entered into a supplemental indenture that gives effect to the proposed amendments described in the Offer to Purchase, which modify that indenture to, among other things, reduce the notice requirement for optional redemptions and eliminate or modify substantially all of the restrictive covenants, certain events of default and other provisions in that indenture.

The supplemental indenture is binding on all holders of 2021 Notes, even those whose 2021 Notes were not purchased in the tender offer.

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