Filed Pursuant to Rule 433
Registration No. 333-270497
Issuer Free Writing Prospectus dated January 29, 2024
Relating to Prospectus dated March 13, 2023 and
Preliminary Prospectus Supplement dated January 29, 2024
$2,500,000,000
Senior Notes Offering
Pricing Term Sheet
January 29, 2024
| 4.600% Senior Notes due |
4.900% Senior Notes due |
5.200% Senior Notes due | ||||
| Issuer: |
Northrop Grumman Corporation |
Northrop Grumman Corporation |
Northrop Grumman Corporation | |||
| Expected Ratings:(1) |
||||||
| Moody’s Investors Service, Inc.: |
Baa1 (Outlook: Stable) |
Baa1 (Outlook: Stable) |
Baa1 (Outlook: Stable) | |||
| Standard & Poor’s Ratings Services: |
BBB+ (Outlook: Stable) |
BBB+ (Outlook: Stable) |
BBB+ (Outlook: Stable) | |||
| Fitch Ratings, Ltd.: |
BBB+ (Outlook: Stable) |
BBB+ (Outlook: Stable) |
BBB+ (Outlook: Stable) | |||
| Principal Amount Offered: |
$500,000,000 |
$850,000,000 |
$1,150,000,000 | |||
| Pricing Date: |
January 29, 2024 |
January 29, 2024 |
January 29, 2024 | |||
| Settlement Date (T + 2): |
It is expected that delivery of the Notes will be made against payment therefor on or about January 31, 2024, which is the second business day following the date hereof. | It is expected that delivery of the Notes will be made against payment therefor on or about January 31, 2024, which is the second business day following the date hereof. | It is expected that delivery of the Notes will be made against payment therefor on or about January 31, 2024, which is the second business day following the date hereof. | |||
| Maturity Date: |
February 1, 2029 |
June 1, 2034 |
June 1, 2054 | |||
| Benchmark Treasury: |
4.000% due January 31, 2029 |
4.500% due November 15, 2033 |
4.125% due August 15, 2053 | |||
| Benchmark Treasury Price/Yield: |
100-04 / 3.972% |
103-16+ / 4.061% |
96-21+ / 4.326% | |||
| Spread to Benchmark Treasury: |
+65 basis points |
+85 basis points |
+90 basis points | |||
| Yield to Maturity: |
4.622% |
4.911% |
5.226% | |||
| Coupon: |
4.600% |
4.900% |
5.200% | |||
| Day Count Convention: |
30 / 360 |
30 / 360 |
30 / 360 | |||
| Price to Public:(2) |
99.903% |
99.918% |
99.614% | |||
| Interest Payment Dates: |
February 1 and August 1, commencing August 1, 2024 |
June 1 and December 1, commencing June 1, 2024 |
June 1 and December 1, commencing June 1, 2024 | |||
| Record Dates: |
January 15 and July 15 |
May 15 and November 15 |
May 15 and November 15 | |||
| Optional Redemption: |
Prior to January 1, 2029 (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) at a discount rate of the Treasury Rate +10 basis points.
On and after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed. |
Prior to March 1, 2034 (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) at a discount rate of the Treasury Rate +15 basis points.
On and after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed. |
Prior to December 1, 2053 (the “Par Call Date”), at a redemption price equal to the greater of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) at a discount rate of the Treasury Rate +15 basis points.
On and after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed. | |||
| CUSIP/ISIN: |
666807CK6 / US666807CK64 |
666807CL4 / US666807CL48 |
666807CM2 / US666807CM21 | |||
| Denominations: | $2,000 and multiples of $1,000 in excess thereof | $2,000 and multiples of $1,000 in excess thereof | $2,000 and multiples of $1,000 in excess thereof | |||
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC Goldman Sachs & Co LLC Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC |
J.P. Morgan Securities LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC Goldman Sachs & Co LLC Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC |
J.P. Morgan Securities LLC Mizuho Securities USA LLC Wells Fargo Securities, LLC Goldman Sachs & Co LLC Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC | |||
| Senior Co-Managers |
BNP Paribas Securities Corp. BofA Securities, Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. |
BNP Paribas Securities Corp. BofA Securities, Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. |
BNP Paribas Securities Corp. BofA Securities, Inc. UBS Securities LLC U.S. Bancorp Investments, Inc. | |||
| Co-Managers: |
ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Scotia Capital (USA) Inc. UniCredit Capital Markets LLC Academy Securities, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC |
ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Scotia Capital (USA) Inc. UniCredit Capital Markets LLC Academy Securities, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC |
ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Scotia Capital (USA) Inc. UniCredit Capital Markets LLC Academy Securities, Inc. CastleOak Securities, L.P. Drexel Hamilton, LLC Mischler Financial Group, Inc. Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | |||
| (1) | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Each of the expected security ratings above should be evaluated independently of any other security rating. |
| (2) | Plus accrued interest, if any, from January 31, 2024. |
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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling one of the numbers listed below:
| J.P. Morgan Securities LLC 1 212 834 4533 (collect) |
Mizuho Securities USA LLC 1 866 271 7403 (toll free) |
Wells Fargo Securities, LLC 1 800 645 3751 (toll free) |
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