Booz Allen Hamilton Holding Corporation
08/15/2022 | Press release | Distributed by Public on 08/15/2022 06:55
Regulation FD Disclosure - Form 8-K
bah-20220815
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2022 (August 15, 2022)
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Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter)
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| Delaware | 001-34972 | 26-2634160 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 8283 Greensboro Drive, | McLean, | Virginia | 22102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (703)902-5000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock | BAH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On August 15, 2022, Booz Allen Hamilton Holding Corporation ("Booz Allen"), the parent company of management and technology consulting and engineering services firm Booz Allen Hamilton Inc. (the "Borrower"), launched a refinancing and amendment process for the Borrower's outstanding indebtedness under its existing credit facilities, subject to continuing management review and to further consideration and ultimate approval by Booz Allen's Board of Directors. The amendments may include an increase in the amount of borrowings under the Borrower's existing Term Loan A credit facility (a portion of which may be used to refinance borrowings under the existing Term Loan B credit facility), extension of the maturities of the Term Loan A and revolving credit facilities and amendments to certain pricing, financial covenants and other terms under the Borrower's credit agreement. The Borrower is exploring these potential amendments in connection with the ongoing evaluation of its capital structure.
If consummated, the terms of the amendments will be disclosed upon completion. For the avoidance of doubt, the consummation of the amendments is subject to further consideration and ultimate approval by Booz Allen's Board of Directors.
Forward Looking Statements
This report contains, or may be deemed to contain, "forward-looking statements" (as defined in the U.S. Private Securities Litigation Reform Act of 1995). These statements express Booz Allen's current expectation of future events or its future performance and do not relate directly to historical or current events. As such, Booz Allen's future actions and related results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this report, possibly to a material degree. Booz Allen can offer no assurance that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term goals will be realized. Specifically, the amendment described in this report is contingent upon, among other things, approval by Booz Allen's Board of Directors, and Booz Allen can offer no assurance that this proposed transaction will be approved by Booz Allen's Board of Directors or consummated on the terms or within the timeframe that Booz Allen currently contemplates, if at all. All forward-looking statements included in this report speak only as of the date made, and, except as required by law, Booz Allen undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.
The information in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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/ Lloyd W. Howell, Jr. |
| Lloyd W. Howell, Jr. | |
| Executive Vice President and Chief Financial Officer |
Date: August 15, 2022