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Document/Exhibit Description Pages Size 1: S-4 Registration Statement - Securities for a Merger HTML 600K 26: EX-3.100 Articles of Incorporation/Organization or Bylaws HTML 17K 27: EX-3.101 Articles of Incorporation/Organization or Bylaws HTML 54K 28: EX-3.102 Articles of Incorporation/Organization or Bylaws HTML 45K 29: EX-3.103 Articles of Incorporation/Organization or Bylaws HTML 21K 2: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 26K 3: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 21K 4: EX-3.59 Articles of Incorporation/Organization or Bylaws HTML 22K 5: EX-3.79 Articles of Incorporation/Organization or Bylaws HTML 24K 6: EX-3.80 Articles of Incorporation/Organization or Bylaws HTML 54K 7: EX-3.81 Articles of Incorporation/Organization or Bylaws HTML 19K 8: EX-3.82 Articles of Incorporation/Organization or Bylaws HTML 25K 9: EX-3.83 Articles of Incorporation/Organization or Bylaws HTML 21K 10: EX-3.84 Articles of Incorporation/Organization or Bylaws HTML 21K 11: EX-3.85 Articles of Incorporation/Organization or Bylaws HTML 21K 12: EX-3.86 Articles of Incorporation/Organization or Bylaws HTML 21K 13: EX-3.87 Articles of Incorporation/Organization or Bylaws HTML 21K 14: EX-3.88 Articles of Incorporation/Organization or Bylaws HTML 21K 15: EX-3.89 Articles of Incorporation/Organization or Bylaws HTML 21K 16: EX-3.90 Articles of Incorporation/Organization or Bylaws HTML 49K 17: EX-3.91 Articles of Incorporation/Organization or Bylaws HTML 49K 18: EX-3.92 Articles of Incorporation/Organization or Bylaws HTML 27K 19: EX-3.93 Articles of Incorporation/Organization or Bylaws HTML 38K 20: EX-3.94 Articles of Incorporation/Organization or Bylaws HTML 69K 21: EX-3.95 Articles of Incorporation/Organization or Bylaws HTML 23K 22: EX-3.96 Articles of Incorporation/Organization or Bylaws HTML 18K 23: EX-3.97 Articles of Incorporation/Organization or Bylaws HTML 18K 24: EX-3.98 Articles of Incorporation/Organization or Bylaws HTML 18K 25: EX-3.99 Articles of Incorporation/Organization or Bylaws HTML 53K 30: EX-5.1 Opinion of Counsel re: Legality HTML 31K 31: EX-5.2 Opinion of Counsel re: Legality HTML 31K 32: EX-5.3 Opinion of Counsel re: Legality HTML 37K 33: EX-5.4 Opinion of Counsel re: Legality HTML 44K 34: EX-23.1 Consent of Expert or Counsel HTML 18K 35: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 97K 40: EX-FILING FEES Filing Fees HTML 35K 36: EX-99.1 Miscellaneous Exhibit HTML 81K 37: EX-99.2 Miscellaneous Exhibit HTML 22K 38: EX-99.3 Miscellaneous Exhibit HTML 27K 39: EX-99.4 Miscellaneous Exhibit HTML 35K
EX-99.2 |
Exhibit 99.2
LETTER TO REGISTERED HOLDERS AND THE DEPOSITORY
TRUST COMPANY PARTICIPANTS
Relating to
HUNTINGTON INGALLS INDUSTRIES, INC.
Offer to Exchange
up to $600,000,000 2.043% Senior Notes due 2028 that have been registered under
the Securities Act of 1933, as amended (the “Securities Act”), for any and all of
our outstanding unregistered 2.043% Senior Notes due 2028
and
up to $400,000,000 0.670% Senior Notes due 2023 that have been registered under
the Securities Act, for any and all of
our outstanding unregistered 0.670% Senior Notes due 2023
Pursuant to the Prospectus, dated , 2022
To Registered Holders and The Depository Trust Company Participants:
This document relates to the exchange offer made by Huntington Ingalls Industries, Inc. whereby we are offering $600,000,000 aggregate principal amount of new 2.043% Senior Notes due 2028 and $400,000,000 aggregate principal amount of new 0.670% Senior Notes due 2023 in exchange for an equal amount of outstanding 2.043% Senior Notes due 2028 (the “Old 2028 Notes”) and 0.670% Senior Notes due 2023 (the “Old 2023 Notes” and, together with the Old 2028 Notes, the “Old Notes”).
We are requesting that you contact your clients for whom you hold Old Notes regarding the exchange offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:
1. Prospectus, dated , 2022;
2. Letter of Transmittal, together with accompanying IRS Form W-9 and instructions thereto;
3. A Notice of Guaranteed Delivery to be used to accept the exchange offer if, prior to the expiration date, Old Notes are not immediately available, if time will not permit delivery of Old Notes, the Letter of Transmittal or any other document that is required to be delivered to the exchange agent or if the procedures for book-entry transfer cannot be completed; and
4. A form of letter that may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer.
Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on , 2022, unless extended (such date and time, as they may be extended, the “expiration date”). We do not currently intend to extend the expiration date. Tenders of Old Notes may be withdrawn at any time prior to the expiration date.
To participate in the exchange offer, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof or, in the case of a book-entry transfer, an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be sent to the exchange agent and certificates representing the Old Notes must be delivered to the exchange agent (or book-entry transfer of the Old Notes must be made into the exchange agent’s account at DTC), all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.
Any inquiries you may have with respect to the exchange offer or requests for additional copies of the enclosed materials should be directed to the exchange agent at its address and telephone number set forth on the front of the Letter of Transmittal.
Very truly yours, | ||
HUNTINGTON INGALLS INDUSTRIES, INC. |
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF HUNTINGTON INGALLS INDUSTRIES, INC. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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