RESTON, Va., Feb. 20, 2025 /PRNewswire/ — Leidos Holdings, Inc. (NYSE:LDOS) (“Holdings”), today announced the pricing terms of the previously announced offer by its wholly-owned subsidiary, Leidos, Inc. (“Leidos”) to purchase for cash (the “Tender Offer“) any and all of its outstanding 3.625% Senior Notes due 2025 (the “2025 Notes“). The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated as of February 13, 2025 (the “Offer to Purchase“) and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents“). Holders of the 2025 Notes (“Holders“) are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.
The consideration (the “Notes Consideration“) for each $1,000 principal amount of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2025 Notes specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below as of 2:00 p.m., New York City time today, the date on which the Tender Offer is currently scheduled to expire.
Title of
Security
CUSIP number / ISIN
Principal
Amount Outstanding
U.S.
Treasury Reference
Security
Bloomberg Reference
Page
Reference Yield
Fixed Spread
Notes Consideration
3.625%
Senior
Notes
due 2025
52532XAD7
/
US52532XAD75
$500,000,000
2.125%
U.S.
Treasury
due May
15, 2025
FIT3
4.354 %
+0 bps
$998.30
In addition to the Notes Consideration, Holders will also receive accrued and unpaid interest on the 2025 Notes validly tendered and accepted for purchase from November 15, 2024, the last interest payment date, up to, but not including, the date on which Leidos makes payment for such 2025 Notes, which date is currently expected to be February 25, 2025 (such date, as it may be extended, the “Settlement Date“).
The Tender Offer will expire at 5:00 p.m., New York City time, on February 20, 2025, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time“). Holders must validly tender, and not validly withdraw, their 2025 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, to be eligible to receive in cash the Notes Consideration and accrued and unpaid interest as described above.
Holders who validly tender their 2025 Notes may validly withdraw their tendered 2025 Notes at any time prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer. 2025 Notes may also be validly withdrawn at any time after the 60th business day after commencement of the Tender Offer if for any reason the Tender Offer has not been consummated by that date.
The Tender Offer is subject to the satisfaction or waiver of certain conditions, including the successful completion by Leidos of an offering (the “Offering“) of new senior notes on terms satisfactory to Leidos in its sole discretion, generating net proceeds in an amount that is sufficient to effect (i) the repurchase of the 2025 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer, and (ii) the repayment, in accordance with the satisfaction and discharge terms of the indenture governing the 2025 Notes, of all 2025 Notes remaining outstanding after the Tender Offer, if applicable, including the payment of any accrued interest and costs and expenses incurred in connection with the foregoing. If any 2025 Notes remain outstanding after the consummation of the Tender Offer, Leidos expects (but is not obligated) to repay such 2025 Notes in accordance with the satisfaction and discharge terms and conditions set forth in the related indenture. The Offering is not conditioned on the completion of the Tender Offer.
Citigroup Global Markets Inc. (“Citigroup”), J.P. Morgan Securities LLC (“J.P. Morgan”) and U.S. Bancorp Investments, Inc. (“US Bancorp”) are acting as Dealer Managers (the “Dealer Managers”) in connection with the Tender Offer, and Global Bondholder Services Corporation (“GBSC”) is serving as the depositary agent and information agent for the Tender Offer. Copies of the Offer Documents are available via the Tender Offer website at https://www.gbsc-usa.com/leidos/ or by contacting GBSC via telephone at +1 (212) 430-3774 (collect) or +1 (855) 654–2014 (toll-free) or via email at contact@gbsc-usa.com. Questions regarding the terms of the Tender Offer should be directed to Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free), to J.P. Morgan at +1 (212) 834-5402 (collect) or +1 (866) 834-4666 (toll-free), or to US Bancorp at +1 (917) 558-2756 (collect) or +1 (800) 479-3441 (toll-free).
None of Holdings, Leidos, their respective board of directors, the Dealer Managers, GBSC or the trustee for the 2025 Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any 2025 Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their 2025 Notes and, if so, the principal amount of 2025 Notes to tender.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the 2025 Notes, or an offer to sell or a solicitation of an offer to purchase the new notes pursuant to the Offering nor is it a solicitation for acceptance of the Tender Offer, nor shall it constitute a notice of redemption under the indenture governing the 2025 Notes. Leidos is making the Tender Offer only by, and pursuant to the terms of, the Offer Documents. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About Leidos
Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with 48,000 global employees, Leidos reported annual revenues of approximately $16.7 billion for the fiscal year ended January 3, 2025.
Forward-Looking Statements
This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on our management’s belief and assumptions about the future in light of information currently available to our management. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and similar words or phrases or the negative of these words or phrases. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee future results, levels of activity, performance or achievements. There are a number of important factors that could cause our actual results to differ materially from those results anticipated by our forward-looking statements, which include, but are not limited to:
These are only some of the factors that may affect the forward-looking statements contained in this release. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
All information in this release is as of February 20, 2025. We do not undertake any obligation to update or revise any of the forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements or to conform these statements to actual results.
CONTACTS:
Investor Relations:
Stuart Davis
571.526.6124
Media Contact:
Victor Melara
(703) 431-4612
View original content:https://www.prnewswire.com/news-releases/leidos-inc-announces-pricing-terms-of-cash-tender-offer-for-any-and-all-3-625-senior-notes-due-2025–302381851.html
SOURCE Leidos
