LOS ANGELES, March 11, 2003 -- Northrop Grumman Corporation (NYSE:NOC) announced today that its wholly owned subsidiary Northrop Grumman Space & Mission Systems Corp. (formerly TRW Inc.) has commenced offers to purchase any or all of the issues of outstanding Northrop Grumman Space & Mission Systems Corp. debt securities described below at prices calculated at the time a holder agrees to tender. The offers will expire at 5:00 p.m., New York City time, on March 17, 2003, unless extended by Northrop Grumman Space & Mission Systems Corp.
The purchase price for securities of any issue will be calculated, at the time of tender, by the respective dealer managers for that issue listed below, and will be the price resulting from a yield to maturity equal to (i) the fixed spread listed below for that security plus (ii) the yield on the applicable U.S. Treasury Security specified in the Offer to Purchase. Copies of the Offer to Purchase will be distributed to all registered holders of the following securities.
Description of Securities Fixed Spread Dealer Manager (basis points) 6-5/8% Notes due 2004 +35 Credit Suisse First Boston 6.05% Notes due 2005 +50 Credit Suisse First Boston 7-5/8% Notes due 2006 +55 JPMorgan 8-3/4% Notes due 2006 +55 JPMorgan 7-1/8% Notes due 2009 +75 Salomon Smith Barney 9.35% Notes due 2020 +95 Salomon Smith Barney 9-3/8 Notes due 2021 +95 Salomon Smith Barney
The purchase price will in each case include accrued and unpaid interest on the applicable securities to, but excluding, the payment date for such securities. Payment for securities tendered will be made on the third business day following the date of tender, or as soon thereafter as practicable.
The offers are part of the first phase of Northrop Grumman's debt reduction plan. The total outstanding amount of debt securities subject to the offers is approximately $2.85 billion.
Northrop Grumman Space & Mission Systems Corp. will use a portion of the cash proceeds from the recent sale of TRW Automotive to finance the purchase of securities tendered pursuant to the offers. Northrop Grumman also announced that it intends to guarantee the payment of all currently outstanding debt securities of Northrop Grumman Space & Mission Systems Corp. issued pursuant to the indenture dated as of May 1, 1986, including any of the debt securities described above that are not tendered pursuant to the offers.
Salomon Smith Barney, Credit Suisse First Boston, JPMorgan and Scotia Capital are the dealer managers for the tender offers, and Mellon Investor Services LLC is the information agent. Questions concerning the terms of individual offers may be addressed to the relevant dealer manager specified in the table above with respect to specific issues of securities subject to the offers at the following toll free numbers: Salomon Smith Barney at (800) 558-3745; Credit Suisse First Boston at (800) 820-1653; or JPMorgan at (866) 834-4666. Information and assistance regarding the mechanics of the offers and copies of the Offer to Purchase may be obtained by contacting Mellon Investor Services LLC at (888) 509-7935.
The consummation of the offers is subject to certain conditions described in the Offer to Purchase. Subject to applicable law, Northrop Grumman Space & Mission Systems Corp. may, in its sole discretion, waive any of the conditions applicable to the tender offers and may extend or otherwise amend the tender offers. The offers are not conditioned on a minimum amount of securities being tendered.
This press release does not constitute an offer to purchase any securities. The offers are being made only pursuant to the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.
None of Northrop Grumman Space & Mission Systems Corp., its board of directors, Northrop Grumman Corporation, the trustee for the securities subject to the offers, the dealer managers or the information agent for the offers makes any recommendation as to whether holders of the securities should tender or refrain from tendering securities pursuant to the offers.
Northrop Grumman Corporation is a $25 billion global defense company, headquartered in Los Angeles, Calif. Northrop Grumman provides technologically advanced, innovative products, services and solutions in systems integration, defense electronics, information technology, advanced aircraft, shipbuilding and space technology. With approximately 120,000 employees and operations in all 50 states and 25 countries, Northrop Grumman serves U.S. and international military, government and commercial customers.
CONTACT: Frank Moore (Media) (310) 201-3335 Gaston Kent (Investors) (310) 201-3423