GlobeNewswire Inc | Aug 16, 2021 08:48AM EDT

August 16, 2021

FALLS CHURCH, Va., Aug. 16, 2021 (GLOBE NEWSWIRE) -- Northrop Grumman Corporation (NYSE: NOC) (Northrop Grumman) announced today that it has (i) extended the early tender date from August 13, 2021 (the Original Early Tender Date) to 5:00 p.m., New York City time, on August 20, 2021 (the Extended Early Tender Date) in connection with its previously announced (A) offers to exchange (the Exchange Offers) any and all outstanding notes of Northrop Grumman Systems Corporation (NGSC), as set forth in the table below (the Existing Notes), for (1) up to $1,171,189,000 aggregate principal amount of new notes issued by Northrop Grumman (the New Notes) and (2) cash, and (B) related consent solicitations being made by Northrop Grumman and NGSC (the Consent Solicitations) to (1) adopt certain amendments to each of the indentures governing the Existing Notes (the Indenture Amendments) and (2) except with respect to NGSCs 7.750% Debentures due 2031, amend and terminate each of the corresponding guarantees currently provided by Northrop Grumman of NGSCs obligations in respect of the applicable series of Existing Notes (the Guarantee Amendments, together with the Indenture Amendments, the Proposed Amendments) and (ii) increased the cash portion of the consideration offered in the Exchange Offers and waived certain conditions, each as described below. In addition, Northrop Grumman announced that it has extended the withdrawal deadline for each Exchange Offer and Consent Solicitation from August 13, 2021 to 5:00 p.m., New York City time, on August 17, 2021.

As of the Original Early Tender Date, the following principal amounts of each series of Existing Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):

Percentage Principal ofTitle of Amount of ExistingSeries/ Aggregate Existing NotesCUSIP Maturity Date Principal Notes TenderedNumber of Amount Tendered at atExisting Outstanding Original OriginalNotes Early Tender Early Date Tender Date7.875%Debentures March 1, 2026 $269,850,000 $75,981,000 28.16%due 2026 /666807AQ5 7.750%Debentures March 15, 2026 $256,689,000 $47,828,000 18.63%due 2026 /538021AC0 6.650%Debentures January 15, 2028 $41,205,000 $38,859,000 94.31%due 2028 /872649AQ1 7.750%Debentures June 1, 2029 $89,940,000 $20,235,000 22.50%due 2029 /872649BH0 7.750%Debentures February15,2031 $466,490,000 $166,409,000 35.67%due 2031 /666807AW2 6.980%Debentures March 15, 2036 $47,015,000 $12,300,000 26.16%due 2036 /538021AH9

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated August 2, 2021, and the related letter of transmittal (the Offering Memorandum and Consent Solicitation Statement), copies of which were previously distributed to eligible holders of the Existing Notes. As mentioned above, Northrop Grumman has increased the cash portion of the Exchange Consideration and the Total Exchange Consideration (each as defined in the Offering Memorandum and Consent Solicitation Statement) offered for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn from $2.50 to $5.00.

The following table sets forth, for each series of Existing Notes, the Exchange Consideration, Early Tender Premium and Total Exchange Consideration, in each case, after giving effect to the changes described herein:

Title ofSeries/ Exchange Early TotalCUSIP Maturity Date Aggregate Consideration Tender ExchangeNumber of Principal ^(1) Premium^( ConsiderationExisting Amount ^1)(^2^) ^(1)(^3^)Notes Outstanding $970 $30 $1,000 principal principal principal7.875% amount of New amount of amount of NewDebentures March 1, 2026 $269,850,000 7.875% Senior New 7.875% Seniordue 2026 / Notes due 7.875% Notes due666807AQ5 2026 and Senior 2026 and $5.00 in cash Notes due $5.00 in cash 2026 $970 $30 $1,000 principal principal principal7.750% amount of New amount of amount of NewDebentures March 15, 2026 $256,689,000 7.750% Senior New 7.750% Seniordue 2026 / Notes due 7.750% Notes due538021AC0 2026 and Senior 2026 and $5.00 in cash Notes due $5.00 in cash 2026 $970 $30 $1,000 principal principal principal6.650% amount of New amount of amount of NewDebentures January 15, 2028 $41,205,000 6.650% Senior New 6.650% Seniordue 2028 / Notes due 6.650% Notes due872649AQ1 2028 and Senior 2028 and $5.00 in cash Notes due $5.00 in cash 2028 $970 $30 $1,000 principal principal principal7.750% amount of New amount of amount of NewDebentures June 1, 2029 $89,940,000 7.750% Senior New 7.750% Seniordue 2029 / Notes due 7.750% Notes due872649BH0 2029 and Senior 2029 and $5.00 in cash Notes due $5.00 in cash 2029 $970 $30 $1,000 principal principal principal7.750% amount of New amount of amount of NewDebentures February15,2031 $466,490,000 7.750% Senior New 7.750% Seniordue 2031 / Notes due 7.750% Notes due666807AW2 2031 and Senior 2031 and $5.00 in cash Notes due $5.00 in cash 2031 $970 $30 $1,000 principal principal principal6.980% amount of New amount of amount of NewDebentures March 15, 2036 $47,015,000 6.980% Senior New 6.980% Seniordue 2036 / Notes due 6.980% Notes due538021AH9 2036 and Senior 2036 and $5.00 in cash Notes due $5.00 in cash 2036

__________________(1) For each $1,000 principal amount of Existing Notes accepted for exchange.

(2) In order to be eligible to receive the Early Tender Premium, eligible holders must validly tender (and not validly withdraw) their Existing Notes at or prior to the Extended Early Tender Date.

(3) Total Exchange Consideration includes the Early Tender Premium.

Each Exchange Offer with respect to a series of Existing Notes was originally conditioned upon the receipt by Northrop Grumman and NGSC of the requisite consents for the applicable Proposed Amendments in the corresponding Consent Solicitation with respect to such series of Existing Notes, subject to Northrop Grummans right to waive such condition at any time with respect to an Exchange Offer. Northrop Grumman has, in accordance with the terms of each Exchange Offer, waived this condition to receive requisite consents for the applicable Proposed Amendments in the corresponding Consent Solicitation with respect to each of the Exchange Offers.

Following receipt of the requisite consents for the applicable Proposed Amendments in a Consent Solicitation with respect to a series of Existing Notes, Northrop Grumman and NGSC intend to enter into the applicable supplemental indentures and/or amendments to guarantees with the trustee for such series of Existing Notes to effect the applicable Indenture Amendments and/or Guarantee Amendments, but these amendments will become operative only upon settlement of the applicable Exchange Offer.

The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on August 31, 2021, unless such date is extended (the Expiration Date). Northrop Grumman currently expects settlement of the Exchange Offers to occur on September 2, 2021, unless the Expiration Date is extended.

Documents relating to the Exchange Offers and Consent Solicitations will be distributed only to eligible holders of Existing Notes who certify that they are either (a) a Qualified Institutional Buyer as that term is defined in Rule 144A under the Securities Act of 1933 (the Securities Act), or (b) a person that is outside the United States and that (i) is not a U.S. person, as those terms are defined in Rule 902 under the Securities Act, (ii) is not an EEA Retail Investor or UK Retail Investor (as defined in the Offering Memorandum and Consent Solicitation Statement), and (iii) in the case of persons located in the United Kingdom, is a Relevant Person (as defined in the Offering Memorandum and Consent Solicitation Statement). Eligible holders of Existing Notes resident in Canada will also be required to certify that they are (i) an accredited investor as defined in section 73.3(1) of the Securities Act (Ontario), in the case of a person resident in Ontario, or National Instrument 45-106 Prospectus Exemptions, in the case of a person resident in any other jurisdiction in Canada, that either would acquire the New Notes for its own account or would be deemed to be acquiring the New Notes as principal pursuant to applicable law and (ii) a permitted client as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, a copy of which may be obtained by contacting D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (877) 783-5524 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or noc@dfking.com. The eligibility form is available electronically at: https://www.dfking.com/noc.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New Notes have not been and, except as described in the Offering Memorandum and Consent Solicitation Statement, will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered, sold or otherwise transferred within the United States or to or for the account of any U.S. person absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

About Northrop Grumman CorporationNorthrop Grumman solves the toughest problems in space, aeronautics, defense and cyberspace to meet the ever evolving needs of our customers worldwide. Our 90,000 employees define possible every day using science, technology and engineering to create and deliver advanced systems, products and services.

Forward-Looking StatementsStatements in this press release contain or may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as will, expect, anticipate, intend, may, could, should, plan, project, forecast, believe, estimate, outlook, trends, goals and similar expressions generally identify these forward-looking statements. Forward-looking statements include, among other things, statements relating to the timing or consummation of the exchange offers and consent solicitations. Forward-looking statements are based upon assumptions, expectations, plans and projections that we believe to be reasonable when made, but which may change over time. These statements are not guarantees of future performance and inherently involve a wide range of risks and uncertainties that are difficult to predict. Specific risks that could cause actual results to differ materially from those expressed or implied in these forward-looking statements include, but are not limited to: those identified and discussed more fully in the section entitled Risk Factors in our Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q and from time to time in our other filings with the Securities and Exchange Commission. You are urged to consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of forward-looking statements. These forward-looking statements speak only as of the date when made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Vic Beck (Media)Contact: 703-280-4456 (office) vic.beck@ngc.com Todd Ernst (Investors) 703-280-4535 (office) todd.ernst@ngc.com