#United States #Senior Notes #Tender Offer #Reston #Leidos Holdings

Leidos, Inc. Announces Tender Offer for 3.625% Senior Notes Due 2025

Leidos Holdings, Inc., a prominent player in the aerospace and defense sector, has publicly disclosed the pricing terms for its cash tender offer concerning its outstanding 3.625% senior notes due in 2025. This strategic move aims to enhance the company's financial framework and capitalize on favorable market conditions.

Understanding the Tender Offer

The offer, initiated by Leidos's wholly-owned subsidiary, Leidos, Inc., seeks to acquire any and all of its 3.625% senior notes due 2025. The announcement, made on February 20, 2025, includes details on the conditions under which these financial instruments can be bought back from their holders.

The tender offer is structured under the terms defined in the Offer to Purchase document dated February 13, 2025. Leidos encourages holders of the 2025 notes to review these documents meticulously to make informed decisions. These notes are considered valuable assets for investors, and understanding the offer process is crucial.

Pricing Details and Consideration

Holders of the 2025 notes will find significant information laid out in the Offer Documents, particularly regarding the cash consideration for every $1,000 of principal amount tendered.

• - Title of Security: 3.625% Senior Notes due 2025
• - Principal Amount Outstanding: $500,000,000
• - U.S Treasury Reference Security: 2.125% U.S Treasury due May 15, 2025
• - Notes Consideration: $998.30 per $1,000

This calculation results from a fixed spread over the yield of the U.S. Treasury Reference Security, which reflects the rates as of 2 p.m. New York City time on the date of this announcement.

Additionally, holders will be compensated for accrued and unpaid interest on their 2025 notes, which is calculated from the last interest payment date (November 15, 2024) until the settlement date, currently expected to be on February 25, 2025.

Expiration and Withdrawal Conditions

The tender offer is set to close at 5:00 p.m. New York City time on February 20, 2025, barring any extensions. Holders must submit their notes either before this deadline or via guaranteed delivery procedures outlined in the offer documents to be eligible to receive the stated cash consideration.

Should holders choose to tender their notes, they retain the option to withdraw their submissions at any point before the expiration or subsequent extension of the offer. This flexible withdrawal policy is intended to allow holders to act in their best financial interests.

Conditions of the Tender Offer

The offer is contingent upon several conditions being met, including the successful execution of a new offering of senior notes on terms favorable to Leidos. This move will ensure that the company generates sufficient net proceeds to undertake the repurchase of the tendered notes and comply with any repayment obligations under the existing indenture governing the 2025 notes.

Market responses to this tender offer are being managed by notable financial institutions, including Citigroup Global Markets, J.P. Morgan Securities, and U.S. Bancorp Investments. They are tasked with acting as Dealer Managers, while Global Bondholder Services Corporation serves as the depositary and information agent.

Conclusion

Leidos Holdings, Inc.'s recent announcement of the tender offer for its 3.625% senior notes due in 2025 signifies its continued commitment to optimizing its capital structure. Investors holding these notes are encouraged to thoroughly review the offer documents and consider their options in light of the proposals made. As they navigate this process, awareness of the timing, conditions, and financial implications will play a crucial role in their decision-making. For further inquiries, Leidos provides multiple contacts, ensuring that all questions regarding this tender offer can be addressed promptly.