Booz Allen Hamilton prices senior notes offering

Booz Allen Hamilton Holding Corporation said its subsidiary Booz Allen Hamilton Inc. has priced a total of $1.2 billion in senior unsecured notes to help fund its pending purchase of Ultra Electronics Advanced Tactical Systems, Inc., known as Ultra Mission Solutions, and to reduce existing debt.

The Issuer plans to sell $700 million of 5.375% Senior Notes due 2030 and $500 million of 5.900% Senior Notes due 2034, with closing expected on August 4, 2026, subject to customary conditions. The parent company will fully and unconditionally guarantee the notes on a senior unsecured basis.

Net proceeds are earmarked to finance a portion of the Ultra Mission Solutions acquisition under a June 19, 2026 stock purchase agreement, repay about $714 million outstanding under the company’s existing senior unsecured term loan facility, and for general corporate purposes. If the acquisition is not completed by the later of December 19, 2026 or five business days after any agreed extension of the agreement’s termination date, the Issuer will be required to redeem the 5.900% Senior Notes due 2034 through a special mandatory redemption. The transaction is targeted to close in the second quarter of Booz Allen’s fiscal year 2027, pending customary closing conditions.

BofA Securities, J.P. Morgan Securities, PNC Capital Markets and Truist Securities are serving as representatives of the underwriters and joint bookrunners, joined by Goldman Sachs & Co. LLC, SMBC Nikko, US Bancorp and Wells Fargo Securities. Capital One Securities and TD Securities are co-managers.

The company noted that the communication is not an offer to sell or buy securities. A registration statement, including a prospectus, has been filed with the U.S. Securities and Exchange Commission, and related documents are available via the SEC’s EDGAR system or from the underwriters.