Item 1.01 Entry into a Material Definitive Agreement.
On March 23, 2020, Northrop Grumman Corporation (the "Company") issued
$750,000,000 in aggregate principal amount of 4.400% Senior Notes due 2030 (the
"2030 Notes"), $500,000,000 in aggregate principal amount of 5.150% Senior Notes
due 2040 (the "2040 Notes") and $1,000,000,000 in aggregate principal amount of
5.250% Senior Notes due 2050 (the "2050 Notes" and, together with the 2030 Notes
and the 2040 Notes, 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 ninth supplemental indenture, dated as of March 23, 2020 (the "Ninth
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 Ninth Supplemental Indenture, the "Indenture").
The Notes were sold pursuant to an Underwriting Agreement, dated March 19, 2020,
by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc.
and Citigroup Global Markets Inc., as representatives of the several
underwriters named therein.
The 2030 Notes will mature on May 1, 2030, the 2040 Notes will mature on May 1,
2040 and the 2050 Notes will mature on May 1, 2050, in each case, unless
redeemed earlier. The Company may redeem any of the series of 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 March 19, 2020.
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 Ninth Supplemental Indenture attached hereto as Exhibit 4.1. The
foregoing description of the Notes and the Indenture 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 March 31, 2017 (Registration No. 333-217087, 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated March 19, 2020, among Northrop
Grumman Corporation and J.P. Morgan Securities LLC, BofA Securities,
Inc. and Citigroup Global Markets Inc., as representatives of the
several underwriters named therein
4.1 Ninth Supplemental Indenture, dated as of March 23, 2020, 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
4.2 Form of 4.400% Senior Note due 2030 (included in Exhibit 4.1)
4.3 Form of 5.150% Senior Note due 2040 (included in Exhibit 4.1)
4.4 Form of 5.250% Senior Note due 2050 (included in Exhibit 4.1)
5.1 Opinion of Cravath, Swaine & Moore LLP
23.1 Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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