UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Tender Offer Pricing and Expiration and Results
On February 20, 2025, Leidos, Inc. (the “Issuer”), a direct wholly-owned subsidiary of Leidos Holdings, Inc. (“Leidos”), issued a press release (the “Pricing Press Release”) announcing the pricing terms of the Issuer’s previously announced offer to repurchase for cash (the “Tender Offer”) any and all of its outstanding 3.625% notes due 2025 (the “2025 Notes”) tendered in the Tender Offer.
On February 21, 2025, 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 13, 2025. 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 2025 Notes
On February 25, 2025, the Issuer delivered and irrevocably deposited funds with Citibank, N.A., as trustee (the “Trustee”) (such funds, the “Trust Funds”) in amounts sufficient to fund the payment of the principal amount of, and accrued and unpaid interest on, the 2025 Notes on May 15, 2025, which is the maturity date of the 2025 Notes. After the deposit of such Trust Funds, the indenture, dated as of May 12, 2020 (the “May 2020 Indenture”), among the Issuer, Leidos, as guarantor, and the Trustee, was satisfied and discharged with respect to the 2025 Notes in accordance with its terms. The Issuer paid for the discharge of the outstanding 2025 Notes following the Tender Offer using the proceeds from the Issuer’s February 20, 2025 issuance and sale of $500 million aggregate principal amount of 5.400% senior notes due 2032 and $500 million aggregate principal amount of 5.500% senior notes due 2035.
As a result of the satisfaction and discharge of the May 2020 Indenture with respect to the 2025 Notes, the Issuer has been released from its obligations under the Indenture with respect to the 2025 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 |
Description | |
| 99.1 | Pricing Press Release of Leidos Holdings, Inc. dated February 20, 2025 | |
| 99.2 | Expiration and Results Press Release of Leidos Holdings, Inc. dated February 21, 2025 | |
| 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 25, 2025 | By: | /s/ Brian Z. Liss | ||||
| Brian Z. Liss | ||||||
| Its: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||