Booz Allen Hamilton Announces Pricing of Senior Notes Offering
Booz Allen Hamilton Holding Corporation announced that its wholly-owned subsidiary, Booz Allen Hamilton Inc. (the “Issuer”), has priced $700,000,000 aggregate principal amount of its 5.375% Senior Notes due 2030 and $500,000,000 aggregate principal amount of its 5.900% Senior Notes due 2034 (together, the “Notes”). The offering is expected to close on August 4, 2026, subject to the satisfaction of certain closing conditions. Booz Allen will fully and unconditionally guarantee the Notes on a senior unsecured basis.
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The Issuer intends to use the net proceeds of this offering to finance a portion of the acquisition of Ultra Electronics Advanced Tactical Systems, Inc. (“Ultra Mission Solutions”) pursuant to the Stock Purchase Agreement, dated as of June 19, 2026, by and among the Issuer, Ultra I&C Holdings Limited, Ultra Electronics Holdings Limited and Ultra Mission Solutions (the “Purchase Agreement”), to repay approximately $714 million of its borrowings outstanding under its existing senior unsecured term loan facility and for general corporate purposes. If the Ultra Mission Solutions acquisition is not consummated for any reason on or prior to the later of December 19, 2026, and the date that is five business days after any later date to which the parties to the Purchase Agreement agree to extend the Termination Date (as defined in the Purchase Agreement) pursuant to the Purchase Agreement, the Issuer will be required to redeem the 5.900% Senior Notes due 2034 in a special mandatory redemption. The Ultra Mission Solutions acquisition is expected to be completed in the second quarter of Booz Allen’s fiscal year 2027, subject to customary closing conditions.
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BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc. are acting as representatives of the underwriters and as joint bookrunners for the offering, along with Goldman Sachs & Co. LLC, SMBC Nikko, US Bancorp and Wells Fargo Securities. The co-managers for the offering were Capital One Securities, Inc. and TD Securities.
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