Summary
Northrop Grumman Corporation (NOC) filed an 8-K on March 15, 2011, detailing significant corporate restructuring related to the planned spin-off of its shipbuilding business, Huntington Ingalls Industries, Inc. (HII). The report announced the official distribution date for the spin-off as March 31, 2011, with shareholders receiving one share of HII common stock for every six shares of NOC common stock held on March 30, 2011. This filing also addresses a consequential change in the Board of Directors. In anticipation of the spin-off and a corporate reorganization where a subsidiary will become the new public holding company, a significant number of directors will resign from the current Northrop Grumman board. These directors are slated to join the Board of Directors of the new Northrop Grumman (New NGC) post-reorganization. Additionally, Thomas B. Fargo will resign from the NOC board to join the HII board, effective around March 21, 2011.
Key Highlights
- 1Northrop Grumman announced the spin-off of Huntington Ingalls Industries (HII) is set for March 31, 2011.
- 2Shareholders will receive HII common stock on a pro rata basis: one share of HII for every six shares of Northrop Grumman held as of March 30, 2011.
- 3A corporate reorganization is planned, involving a subsidiary becoming the new public holding company, which will be renamed Northrop Grumman Corporation.
- 4Eleven directors will resign from the current Northrop Grumman board effective upon completion of the corporate reorganization.
- 5These departing directors are expected to become members of the Board of Directors for the new Northrop Grumman (New NGC) post-reorganization.
- 6Director Thomas B. Fargo will resign from the Northrop Grumman board to join the HII board, effective around March 21, 2011.