Item 1.01. Entry in to a Material Definitive Agreement.
On
The Issuer used the net proceeds from the offering for general corporate
purposes, including, among other things, to (i) repay all of the outstanding
obligations in respect of principal, interest, fees and other amounts under
364-day Term Loan Credit Agreement, dated as of
The Notes will be senior unsecured obligations of the Issuer and will be
guaranteed by
Interest is payable on the Notes semi-annually in arrears at an initial annual
rate of 2.300% on
At any time prior to
Upon a change of control triggering event, as defined in the Indenture, the Issuer is required to offer to purchase all of the Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date.
The 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 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 Indenture does not purport to be a complete statement of the parties' rights and obligations under the Indenture and is qualified in its entirety by reference to the Indenture. The Indenture is filed hereto as Exhibit 4.1 and is incorporated herein by reference.
The Notes have not been registered under the Securities Act, and may not be
offered or sold in
The Issuer,
The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement. A copy of the Registration Rights Agreement is attached as Exhibit 4.3 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the closing of the Notes offering, the Issuer (i) repaid all of the outstanding obligations in respect of principal, interest, fees and other amounts under the 364-Day Term Loan and (ii) terminated the 364-Day Term Loan. No prepayment premium or early termination penalties were incurred by the Issuer in connection with the termination of the 364-Day Term Loan or the prepayment of the obligations outstanding thereunder, subject to customary "breakage" costs payable with respect to LIBOR-denominated loans.
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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 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following exhibits are attached with this report:
The following exhibits are attached with this current report on Form 8-K:
Exhibit 4.1 Indenture relating to the Notes, dated as ofOctober 8, 2020 amongLeidos, Inc. ,Leidos Holdings, Inc , as guarantor, andCitibank, N.A ., as trustee. Exhibit 4.2 Form of 2.300% Senior Notes due 2031 Exhibit 4.3 Registration Rights Agreement, datedOctober 8, 2020 , amongLeidos, Inc. ,Leidos Holdings, Inc. ,BofA Securities, Inc. ,Citigroup Global Markets Inc. andMUFG Securities Americas Inc. Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.
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