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SAIC - Science Applications International Corporation
09/25/2025 | Press release | Distributed by Public on 09/25/2025 14:37
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On September 25, 2025, the Company closed its previously announced private offering of $500 million aggregate principal amount of 5.875% Senior Notes due 2033 (the "Notes"). The Company received net proceeds from the offering of approximately $493.0 million, after deducting the initial purchasers' discount and estimated fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the offering of the Notes to repay all indebtedness outstanding under its revolving credit facility and to pay estimated fees and expenses of the offering of the Notes, with any remaining net proceeds being used for general corporate purposes, including working capital to fund growth and potential strategic projects and transactions.
The Notes were issued pursuant to an Indenture, dated September 25, 2025 (the "Indenture"), among the Company, the guarantors party thereto (the "Guarantors") and U.S. Bank Trust Company, National Association, as trustee.
The Notes are the senior unsecured obligations of the Company and are fully and unconditionally guaranteed by each of the Company's existing and future domestic subsidiaries that guarantee the Company's obligations under its credit facilities and certain other indebtedness. The Indenture limits the ability of the Company and its subsidiaries (subject to certain exceptions and qualifications) to incur additional indebtedness, guarantee indebtedness or issue disqualified stock or preferred stock; pay dividends on or make other distributions in respect of, or repurchase or redeem, its capital stock; prepay, redeem or repurchase subordinated indebtedness; make loans and investments; sell or otherwise dispose of assets; incur liens securing indebtedness; enter into transactions with affiliates; enter into agreements restricting the Company's subsidiaries' ability to pay dividends to the Company or the Guarantors or make other intercompany transfers; consolidate, merge or sell all or substantially all of the Company's or any Guarantor's assets; and designate the Company's subsidiaries as unrestricted subsidiaries.
At any time prior to November 1, 2028, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, plus an applicable "make-whole premium." On or after November 1, 2028, the Company may redeem the Notes at its option, in whole at any time or in part from time to time at the redemption prices set forth in the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date.
At any time on or prior to November 1, 2028, the Company may redeem up to 40% of the original aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 105.875% of the principal amount of the Notes, together with accrued and unpaid interest, if any, to (but not including) the redemption date.
Upon the occurrence of certain events constituting a change of control, the Company may be required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase.
The Indenture contains customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in the Indenture; failure to pay certain other indebtedness; certain events of bankruptcy or insolvency; failure to pay certain final judgments and failure of certain guarantees to be enforceable.
The foregoing summary description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the terms of the Indenture and the form of Notes included therein, copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively, and incorporated by reference in this Current Report on Form 8-K.
This Current Report on Form 8-K is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company. The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Notes were sold to "qualified institutional buyers" as defined in Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
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