Leidos, Inc. Announces the Expiration and Results of Cash Tender Offer for Any and All 2.950% Senior Notes Due 2023


Leidos Holdings, Inc. (NYSE: LDOS) (“Holdings”), a FORTUNE® 500 science and technology leader, today announced that 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 2.950% Senior Notes due 2023 (the “2023 Notes”) expired at 5:00 p.m.New York City time, on February 23, 2023 (the “Expiration Time”). As of the Expiration Time, $391,572,000 or 78.31% of the $500 million aggregate principal amount outstanding of the 2023 Notes had been validly tendered and not validly withdrawn (not including any amount of 2023 Notes submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated as of February 16, 2023 (the “Offer to Purchase”) and the related notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”). Payment for the 2023 Notes validly tendered and accepted for purchase will be made on February 28, 2023 (the “Settlement Date”).

Certain information regarding the 2023 Notes is set forth in the table below.

Title of Security

CUSIP number / ISIN

Principal Amount

Principal Amount

Accepted for

Percentage of
Principal Amount

2.950% Senior Notes due

52532XAB1 /



78.31 %

Holders of the 2023 Notes (“Holders”) who validly tendered, and did not validly withdraw, their 2023 Notes at or prior to the Expiration Time, or pursuant to the guaranteed delivery procedures described in the Offer Documents, will be eligible to receive in cash the consideration (the “Tender Offer Consideration”) of $995.77 for each $1,000 principal amount of the 2023 Notes validly tendered, and not validly withdrawn, and accepted for purchase, plus accrued and unpaid interest on the 2023 Notes validly tendered and accepted for purchase from November 15, 2022, the last interest payment date, up to, but not including, the Settlement Date.

BofA Securities, Inc. (“BofA”) and Citigroup Global Markets Inc. (“Citigroup”) are acting as the 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.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the 2023 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 2023 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.

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