Exhibit 99.2
Huntington Ingalls Industries, Inc.
Exchange Offer
to holders of its
6.875% Senior Notes due 2018
7.125% Senior Notes due 2021
NOTICE OF GUARANTEED DELIVERY
As set forth in (i) the Prospectus, dated , 201 (the “Prospectus”), of Huntington Ingalls Industries, Inc. (the “Issuer”) Huntington Ingalls Incorporated, Newport News Energy Company, Newport News Reactor Services, Inc., Newport News Industrial Corporation, Newport News Nuclear Inc., Newport News Shipbuilding and Dry Dock Company, Ingalls Shipbuilding, Inc., Huntington Ingalls Industries International Shipbuilding, Inc., Continental Maritime of San Diego, Inc., Fleet Services Holding Corp. and AMSEC LLC (together, the “Guarantors”) under “The Exchange Offer — Guaranteed Delivery Procedures” and (ii) the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer by the Issuer and the Guarantors to exchange (a) new 6.875% Senior Notes due 2018 (the “2018 New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Issuer’s outstanding 6.875% Senior Notes due 2018 (the “2018 Old Notes”) and (b) new 7.125% Senior Notes due 2021 (the “2021 New Notes” and together with the 2018 New Notes, the “New Notes”) that have been registered under the Securities Act, for a like principal amount of the Issuer’s outstanding 7.125% Senior Notes due 2021 (the “2021 Old Notes” and together with the 2018 Old Notes, the “Old Notes”), which Old Notes were issued and sold in transactions exempt from registration under the Securities Act, this form or one substantially equivalent hereto must be used to accept the offer of the Issuer and the Guarantors if: (i) certificates for the Old Notes are not immediately available or (ii) time will not permit all required documents to reach the Exchange Agent (as defined below) prior to the expiration date (as defined in the Prospectus) or the procedures for book-entry transfer cannot be completed prior to the expiration date. Such form may be delivered by facsimile transmission, mail or hand to the Exchange Agent.
To: The Bank of New York Mellon (the “Exchange Agent”)
By Facsimile (for Eligible Institutions Only):
212-298-1915
Attn. David Mauer
Confirm by Telephone:
212-815-3687
By Mail, Hand or Courier:
The Bank of New York Mellon, as exchange agent
101 Barclay Street, 7 East
New York, NY 10286
Attn: David Mauer
Delivery of this instrument to an address other than as set forth above, or transmittal of this instrument to a facsimile number other than as set forth above does not constitute a valid delivery.
Notwithstanding anything contained in this Notice of Guaranteed Delivery or in the related Letter of Transmittal, tenders can only be made through ATOP by DTC participants and Letters of Transmittal must be delivered unless an Agent’s Message is transmitted in lieu thereof.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer and the Guarantors, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which are hereby acknowledged, the principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedure described in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures” and the Letter of Transmittal.
All the authority herein conferred or agreed to be conferred in this Notice of Guaranteed Delivery and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of, the undersigned.
Principal Amount of 2018 Old Notes | ||
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| Principal Amount of 2021 Old Notes | ||
| Tendered: |
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| Certificate Nos. (if available): | ||
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Total Principal Amount Represented by 2018 Old Notes Certificate(s): | ||
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Total Principal Amount Represented by 2021 Old Notes Certificate(s): | ||
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| Account Number: | ||
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| Name(s) in which Old Notes Registered: | ||
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| Date: |
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Sign Here
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| Signature(s): |
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| Please Print the Following Information | ||
| Name(s): |
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| Address(es): |
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| Area Code and Tel. No(s).: |
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Must be signed by the holder(s) of Outstanding Notes as their names(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
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GUARANTEE
The undersigned, a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized signature medallion program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Program (MSP), or any other “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees delivery to the Exchange Agent of certificates tendered hereby, in proper form for transfer, or delivery of such certificates pursuant to the procedure for book-entry transfer, in either case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or agent’s message in lieu thereof and any other required documents, within three New York Stock Exchange trading days after the expiration date.
Name of Firm:
Authorized Signature:
Number and Street or P.O. Box:
City: State: Zip Code:
Area Code and Tel. No.:
Dated:
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