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Published on 11/16/2001 in the Prospect News Convertibles Daily.

New Issue: Northrop Grumman upsized $600 million convertible PEPS at 7.25% yield, up 22%

By Ronda Fears

Nashville, Tenn., Nov. 16 - Northrop Grumman Corp. sold $600 million of three-year mandatory convertible preferreds using the premium exchangeable participating securities, or PEPS, at par of 100 to yield 7.25% with a 22% initial conversion premium. J.P. Morgan and Salomon Smith Barney were bookrunning lead managers of the registered deal, which was upsized from $400 million. The convert priced at the aggressive end of price talk that put the yield between 7.25% and 7.75% yield and the initial conversion premium at 18% to 22%.

The defense giant, which is in the process of acquiring Newport News Shipbuilding, said proceeds were earmarked to repay debt and general corporate purposes. The company also 8 million shares of common stock at $88.50 per share for more than $700 million.

Terms of the new deal are:

Issuer: Northrop Grumman Corp.

Amount: $600 million

Greenshoe: $90 million

Lead Managers: J.P. Morgan and Salomon Smith Barney

Maturity Date: Nov. 16, 2004

Dividend: 7.25%

Issue Price: par, $100

Yield-to-maturity: 7.25%

Conversion Premium: 22%

Conversion Price: $88.50/$107.97

Conversion Ratio: 0.9262/1.1299

Call: non-callable

Expected Rating(s): Moody's: Baa3

S&P: BBB-
Settlement Date:Nov. 21
End

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