UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 28, 2016
NORTHROP GRUMMAN CORPORATION
(Exact name of registrant as specified in its charter)
| DELAWARE | 1-16411 | No. 80-0640649 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2980 Fairview Park Drive, Falls Church, Virginia 22042
www.northropgrumman.com
(Address of principal executive offices and internet site)
(703) 280-2900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 3 | ||||
| 3 | ||||
| 4 | ||||
| 5 | ||||
| 6 |
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2016, Northrop Grumman Corporation (the “Company”) issued $750,000,000 in aggregate principal amount of 3.200% Senior Notes due 2027 (the “Notes”). The Notes were issued pursuant to an indenture (the “Original Indenture”), dated as of November 21, 2001, as supplemented by the first supplemental indenture, dated as of July 30, 2009 (the “First Supplemental Indenture”), the third supplemental indenture, dated as of March 30, 2011 (the “Third Supplemental Indenture”), the fourth supplemental indenture, dated as of March 30, 2011 (the “Fourth Supplemental Indenture”) and the seventh supplemental indenture, dated as of December 1, 2016 (the “Seventh Supplemental Indenture”) between the Company and The Bank of New York Mellon (the “Trustee”) (the Original Indenture as supplemented by the First Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Seventh Supplemental Indenture, the “Indenture”). The Notes were sold pursuant to an Underwriting Agreement, dated November 28, 2016, by and among the Company and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
The Notes will mature on February 1, 2027. The Company may redeem the notes at its option, as a whole or in part, at any time or from time to time, at the redemption prices described in the Final Prospectus Supplement filed with the Securities and Exchange Commission dated November 28, 2016 (the “Final Prospectus Supplement”). The Indenture governing the Notes contains certain covenants, including covenants related to our ability to create liens, engage in certain sale and leaseback transactions and engage in certain transactions and asset sales. These covenants are subject to exceptions and qualifications.
The terms and conditions of the Notes are set forth in the Original Indenture, filed as an exhibit to the Company’s current report on Form 8-K filed on November 21, 2001, the First Supplemental Indenture, filed as an exhibit to the Company’s current report on Form 8-K filed on July 30, 2009, the Third Supplemental Indenture, filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on April 27, 2011, the Fourth Supplemental Indenture, filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed on April 27, 2011, and the Seventh Supplemental Indenture attached hereto as Exhibit 4.1. The foregoing description of the Notes is qualified in its entirety by reference to these documents. The Company has on file with the Securities and Exchange Commission an effective registration statement on Form S-3 dated May 23, 2014 (Registration No. 333-196238, the “Registration Statement”) and incorporates by reference the exhibits filed with this report into the Registration Statement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information in Item 1.01 is incorporated herein by reference.
3
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| Exhibit 1.1 |
Underwriting Agreement, dated November 28, 2016, among Northrop Grumman Corporation and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein | |
| Exhibit 4.1 |
Seventh Supplemental Indenture, dated as of December 1, 2016, between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 | |
| Exhibit 4.2 |
Form of 3.200% Senior Note due 2027 (included in Exhibit 4.1) | |
| Exhibit 5.1 |
Opinion of Cravath, Swaine & Moore LLP | |
| Exhibit 23.1 |
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) | |
4
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHROP GRUMMAN CORPORATION (Registrant) | ||
| By: | /s/ Jennifer C. McGarey | |
| Jennifer C. McGarey | ||
| Corporate Vice President and Secretary | ||
Date: December 1, 2016
5
| Exhibit No. |
Description | |
| Exhibit 1.1 |
Underwriting Agreement, dated November 28, 2016, among Northrop Grumman Corporation and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein | |
| Exhibit 4.1 |
Seventh Supplemental Indenture, dated as of December 1, 2016 between Northrop Grumman Corporation and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, Trustee, to Indenture dated as of November 21, 2001 | |
| Exhibit 4.2 |
Form of 3.200% Senior Note due 2027 (included in Exhibit 4.1) | |
| Exhibit 5.1 |
Opinion of Cravath, Swaine & Moore LLP | |
| Exhibit 23.1 |
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) | |
6