8-KOther Events

NORTHROP GRUMMAN CORP /DE/ 8-K Report (Apr 17, 2001)

Filed April 17, 2001For Securities:NOC

Summary

Northrop Grumman Corporation (formerly NNG, Inc.) has filed an 8-K report detailing the successful completion of its acquisition of Litton Industries, Inc. This significant transaction, valued at approximately $5.1 billion (including $1.3 billion in assumed net debt), was effectuated through a tender offer and subsequent merger. The offer, which expired on April 2, 2001, resulted in Northrop Grumman acquiring approximately 97.3% of Litton's common stock and 58.6% of its preferred stock. The company financed the cash portion of the acquisition through $1.5 billion in debt securities and significant draws on new credit facilities totaling $5 billion. This acquisition marks a major step in Northrop Grumman's strategic growth, integrating Litton's operations into the company's structure. The filing also outlines corporate restructuring, including a name change for the parent entity to Northrop Grumman Corporation and its operating subsidiary to Northrop Grumman Systems Corporation. Dr. Ronald D. Sugar has been appointed Corporate Vice President and President and CEO of Litton, and was also elected to the new Northrop Grumman Board of Directors. Investors should note that detailed pro forma financial information will be filed separately within 60 days.

Key Highlights

  • 1Northrop Grumman (formerly NNG, Inc.) has successfully acquired Litton Industries, Inc. for approximately $5.1 billion, including $1.3 billion in assumed net debt.
  • 2The acquisition was completed via a tender offer that expired on April 2, 2001, with Northrop Grumman securing over 97% of Litton's common stock and over 58% of its preferred stock.
  • 3The cash portion of the purchase price was financed through $1.5 billion in debt securities and $5 billion in new revolving credit facilities.
  • 4Northrop Grumman underwent a corporate reorganization, resulting in the parent company being renamed Northrop Grumman Corporation and the operating subsidiary becoming Northrop Grumman Systems Corporation.
  • 5Dr. Ronald D. Sugar has been appointed President and CEO of Litton and elected to the Northrop Grumman Board of Directors.
  • 6The acquisition is structured as an initial tender offer followed by a second-step merger to acquire remaining Litton shares.
  • 7The report incorporates by reference Litton's historical financial statements from its prior 10-K and 10-Q filings.

Frequently Asked Questions

This 8-K filing announces the material event of Northrop Grumman Corporation's successful acquisition of Litton Industries, Inc. It details the terms of the acquisition, financing, and subsequent corporate restructuring, providing key information to investors about this significant business combination.

The acquisition was financed through a combination of $1.5 billion in debt securities issued by Northrop Grumman Systems Corporation and substantial draws on new credit facilities totaling $5 billion, including a $2.5 billion five-year revolving credit agreement and a $2.5 billion 364-day revolving credit agreement. The remaining value was accounted for by the assumption of Litton's approximately $1.3 billion in net debt.

Dr. Ronald D. Sugar has been appointed Corporate Vice President of the new Northrop Grumman Corporation and will serve as President and Chief Executive Officer of Litton. He was also elected to the Northrop Grumman Board of Directors.

Yes, the filing states that pro forma financial information required by Article 11 of Regulation S-X will be filed separately within 60 days of this report's filing date.