UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 28, 2023 (February 23, 2023)
LEIDOS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33072 | 20-3562868 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1750 Presidents Street, Reston, Virginia | 20190 | |
(Address of principal executive office) | (Zip Code) |
(571) 526-6000
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common stock, par value $.0001 per share | LDOS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry in to a Material Definitive Agreement. |
On February 28, 2023, Leidos, Inc. (the “Issuer”), a direct wholly-owned subsidiary of Leidos Holdings, Inc. (“Leidos”), issued and sold $750 million aggregate principal amount of 5.750% senior notes due 2033 (the “Notes” and such offering, the “Notes Offering”). The Notes Offering was made pursuant to the Issuer’s automatic shelf registration statement on Form S-3 (File No. 333-269820). The Notes were issued pursuant to an indenture, dated as of October 8, 2020 (the “October 2020 Indenture”), among the Issuer, Leidos, as a guarantor, and Citibank, N.A., as trustee (the “Trustee”), as supplemented by an officers’ certificate dated February 28, 2023.
The Issuer used the net proceeds from the Notes Offering to: (i) pay a portion of the outstanding balance on its senior unsecured term loan facility; (ii) repurchase for cash (the “Tender Offer”) any and all of its outstanding 2.950% notes due 2023 (the “2023 Notes”) and (iii) pay related fees and expenses. The Issuer intends to use the remaining net proceeds from the Notes Offering to repay any 2023 Notes, in accordance with the satisfaction and discharge terms of an indenture, dated as of May 12, 2020, among the Issuer, Leidos, as guarantor, and the Trustee (the “May 2020 Indenture”), that remain outstanding following the Tender Offer and, to the extent net proceeds remain, to fund general corporate purposes.
The Notes will be senior unsecured obligations of the Issuer and will be guaranteed by Leidos.
Interest is payable on the Notes semi-annually in arrears at an initial annual rate of 5.750% on March 15 and September 15 of each year, beginning on September 15, 2023. The Notes will mature on March 15, 2033.
At any time prior to December 15, 2032, the Issuer may redeem some or all of the Notes by paying a “make-whole premium” plus accrued and unpaid interest, if any, to the redemption date. At any time on or after December 15, 2032, the Issuer may redeem some or all of the Notes by paying a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to the redemption date.
Upon a change of control triggering event, as defined in the October 2020 Indenture, the Issuer is required to offer to repurchase the Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The October 2020 Indenture provides for customary events of default, including failure to make required payments; failure to comply with certain agreements or covenants; and certain events of bankruptcy and insolvency. An event of default under the October 2020 Indenture with respect to any series of the Notes will allow either the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes of such series to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The foregoing description of the October 2020 Indenture does not purport to be a complete statement of the parties’ rights and obligations under the October 2020 Indenture and is qualified in its entirety by reference to the October 2020 Indenture, which was filed as Exhibit 4.3 to the Issuer’s automatic shelf registration statement on Form S-3 (File No. 333-269820).
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 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01 | Other Events. |
Tender Offer Pricing and Expiration and Results
On February 23, 2023, Leidos issued a press release (the “Pricing Press Release”) announcing the pricing terms of the Issuer’s previously announced Tender Offer. On February 24, 2023, Leidos issued a press release (the “Expiration and Results Press Release”) announcing the expiration and results of the Tender Offer. The Tender Offer was made upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated as of February 16, 2023. Copies of the Pricing Press Release and Expiration and Results Press Release are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Satisfaction and Discharge of the 2023 Notes
On February 28, 2023, the Issuer delivered and irrevocably deposited funds with the Trustee (the “Trust Funds”) in amounts sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, the 2023 Notes on May 15, 2023, which is the maturity date of the 2023 Notes. After the deposit of such Trust Funds, the May 2020 Indenture was satisfied and discharged with respect to the 2023 Notes in accordance with its terms. The Issuer paid for the discharge of the outstanding 2023 Notes following the Tender Offer using the proceeds from the Notes Offering.
As a result of the satisfaction and discharge of the May 2020 Indenture with respect to the 2023 Notes, the Issuer has been released from its obligations under the Indenture with respect to the 2023 Notes, except those provisions of the May 2020 Indenture that, by their terms, survive the satisfaction and discharge of the May 2020 Indenture.
Item 9.01. | Financial Statements and Exhibits |
(d) | Exhibits: The following exhibits are attached with this report: |
Exhibit No. | Description | |
1.1 | Underwriting Agreement, dated as of February 16, 2023, between Leidos, Inc., Leidos Holdings, Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and MUFG Securities Americas Inc. | |
4.1 | Officers’ Certificate of Leidos, Inc., dated as of February 28, 2023 | |
4.2 | Form of Global Note representing Leidos, Inc.’s 5.750% Notes due 2033 (included in Exhibit 4.1) | |
5.1 | Opinion of Davis Polk & Wardwell LLP | |
23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
99.1 | Pricing Press Release of Leidos Holdings, Inc. dated February 23, 2023 | |
99.2 | Expiration and Results Press Release of Leidos Holdings, Inc. dated February 24, 2023 | |
104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LEIDOS HOLDINGS, INC. | ||||||
Date: February 28, 2023 | By: | /s/ Benjamin A. Winter | ||||
Benjamin A. Winter | ||||||
Its: | Senior Vice President and Corporate Secretary |