Booz Allen Hamilton Holding Corporation (NYSE: BAH) (“Booz Allen”)
announced that its wholly-owned subsidiary, Booz Allen Hamilton Inc.
(the “Issuer”), has priced $350 million aggregate principal amount of
its 5.125% senior notes due 2025. The offering is expected to close on
April 25, 2017, subject to certain closing conditions. Each of the
Issuer’s existing and future restricted subsidiaries that guarantee the
Issuer’s obligations under its senior credit facility and certain other
indebtedness (the “Guarantors”) will guarantee the Notes on a senior
The Issuer intends to use a portion of the net proceeds from the sale of
the Notes to repay its revolving credit facility and to use the
remaining net proceeds for working capital and other general corporate
purposes, which may include the repayment of a portion or all of the
outstanding deferred payment obligation established in connection with
the acquisition of Booz Allen by The Carlyle Group in 2008.
The Notes and the guarantees are being offered and sold in a private
offering exempt from the registration requirements of the United States
Securities Act of 1933, as amended (the “Securities Act”). The Notes and
the guarantees will be offered and sold only to qualified institutional
buyers pursuant to Rule 144A and in offshore transactions to non-U.S.
persons pursuant to Regulation S, each under the Securities Act.
The Notes and the guarantees have not been registered under the
Securities Act 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 applicable state laws.
This press release is for informational purposes only and is not an
offer to sell or purchase nor the solicitation of an offer to sell or
purchase securities and shall not constitute an offer, solicitation or
sale in any state or jurisdiction in which, or to any person to whom
such an offer, solicitation or sale would be unlawful.
This press release includes forward-looking statements regarding Booz
Allen’s financing plans, including statements related to the Issuer’s
offering of the Notes and intended use of net proceeds of the offering.
Such statements are subject to certain risks and uncertainties
including, without limitation, risks related to whether the Issuer will
consummate the offering of the Notes on the expected terms, or at all,
market and other general economic conditions and whether the Issuer and
the Guarantors will be able to satisfy the conditions required to close
any sale of the Notes. Booz Allen’s forward-looking statements also
involve assumptions that, if they never materialize or prove correct,
could cause its results to differ materially from those expressed or
implied by such forward-looking statements. These and other risks
concerning Booz Allen and its businesses are described in additional
detail in its Annual Report on Form 10-K for the year ended March 31,
2016 and other filings made by Booz Allen with the Securities Exchange