Booz Allen Hamilton Holding Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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CURRENT REPORT
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Date of Report(Date of earliest event reported):
March 14, 2025 (
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Item 1.01 Entry Into a Material Definitive Agreement.
On March 14, 2025, Booz Allen Hamilton Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Booz Allen Hamilton Holding Corporation, a Delaware corporation (the “Parent Guarantor”), issued $650,000,000 aggregate principal amount of its 5.950% Senior Notes due 2035 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of August 4, 2023 (the “Base Indenture”), among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the Second Supplemental Indenture, dated as of March 14, 2025, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture contains certain covenants, events of default and other customary provisions. The Notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis (the “Guarantee”) by the Parent Guarantor, pursuant to the Indenture.
The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File Nos. 333-273531 and 333-273531-01), which became effective upon filing with the Securities and Exchange Commission on July 31, 2023. The closing of the sale of the Notes occurred on March 14, 2025.
The foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture (including the form of the Notes) are filed as Exhibits 4.1 and 4.2, hereto, respectively, and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
In connection with the issuance and sale of the Notes, the Company entered into an Underwriting Agreement, dated March 11, 2025 (the “Underwriting Agreement”), with the Parent Guarantor and BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule A thereto. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The opinion of Debevoise & Plimpton LLP, relating to the validity of the Notes and the related Guarantee, is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
The exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
SIGNATURES
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.
| Booz Allen Hamilton Holding Corporation | ||
| BY: | /s/ Matthew A. Calderone | |
| Name: | Matthew A. Calderone | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: March 14, 2025