On February 23, 2023 Leidos Holdings, Inc. (NYSE: LDOS) ("Holdings"), a FORTUNE 500 science and technology leader, reported 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 2.950% Senior Notes due 2023 (the "2023 Notes") (Press release, Leidos, FEB 23, 2023, View Source [SID1234627645]). 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 16, 2023 (the "Offer to Purchase") and the related notice of guaranteed delivery (together with the Offer to Purchase, the "Offer Documents"). Holders of the 2023 Notes ("Holders") are urged to read the Offer Documents carefully before making any decision with respect to the Tender Offer.

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The consideration (the "Tender Offer Consideration") for each $1,000 principal amount of the 2023 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for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 2023 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

Tender Offer
Consideration

2.950%
Senior
Notes
due 2023

52532XAB1 /
US52532XAB10

$500,000,000

1.750%
U.S.
Treasury
due May
15, 2023

FIT3

4.906 %

0 bps

$995.77

In addition to the Tender Offer Consideration, Holders will also receive 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 date on which Leidos makes payment for such 2023 Notes, which date is currently expected to be February 28, 2023 (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 23, 2023, 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 2023 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 Tender Offer Consideration and accrued and unpaid interest as described above.

Holders who validly tender their 2023 Notes may validly withdraw their tendered 2023 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. 2023 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 2023 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 2023 Notes, of all 2023 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 2023 Notes remain outstanding after the consummation of the Tender Offer, Leidos expects (but is not obligated) to repay such 2023 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.

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. Copies of the Offer Documents are available via the Tender Offer website at View Source or by contacting GBSC via telephone at +1 (212) 430-3774 (collect) or +1 (855) 654–2014 (tollfree) or via email at [email protected]. Questions regarding the terms of the Tender Offer should be directed to BofA Securities at +1 (980) 387-3907 (collect) or +1 (888) 292-0070 (toll-free), or to Citigroup at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free).

None of Holdings, Leidos, their respective board of directors, the Dealer Managers, GBSC or the trustee for the 2023 Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any 2023 Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their 2023 Notes and, if so, the principal amount of 2023 Notes to tender.

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.