Science Applications International Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$SAIC
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2024
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(Exact name of registrant as specified in its charter)
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| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(703 ) 676-4300
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Not Applicable
(Former name or former address if changed since last report.)
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Item 1.01. Entry into a Material Definitive Agreement
The information required by this item is included in Item 2.03 below and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 18, 2024 (the "Closing Date"), Science Applications International Corporation ("SAIC") entered into the Seventh Amendment (the "Amendment") to the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, as amended by the First Amendment, dated as of February 19, 2020, as further amended by the Second Amendment, dated as of March 13, 2020, as further amended by the Third Amendment, dated as of March 1, 2021, as further amended by the Fourth Amendment, dated as of July 2, 2021, as further amended by the Fifth Amendment, dated as of June 30, 2022, and as further amended by the Sixth Amendment, dated February 8, 2024 (the "Existing Credit Agreement" and together with the Amendment, the "Amended Credit Agreement"), among SAIC, as borrower, Citibank, N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto.
Pursuant to the Amendment, (a) the Applicable Margin for the Tranche B3 Loans (as defined in the Amended Credit Agreement) will be reduced (i) for Term SOFR Advances (as defined in the Amended Credit Agreement) from 1.875% per annum to 1.750% per annum, and (ii) for Base Rate Advances (as defined in the Amended Credit Agreement) from 0.875% per annum to 0.750% per annum, and (b) certain other provisions under the Credit Agreement will be amended as provided therein.
The Seventh Amendment also contains certain other conforming amendments. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K Item 9.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
Seventh Amendment to the Third Amended and Restated Credit Agreement, dated October 18, 2024, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto. | ||||||||
| 104 | Cover Page Interactive Data File, formatted as Inline XBRL | |||||||
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.
Date: October 22, 2024
Science Applications International Corporation
| By: | /s/ Hilary L. Hageman | |||||||
| Hilary L. Hageman | ||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||