Business Context and Reporting Period
Company: Science Applications International Corporation (SAIC)
Filing Type: Form 8-K (Current Report)
Date of Report: September 25, 2025
Event: Entry into a Material Definitive Agreement regarding a private debt offering.
Key Financial Metrics
- Debt Issuance: $500 million aggregate principal amount of 5.875% Senior Notes due 2033.
- Net Proceeds: Approximately $493.0 million (after deducting discounts and estimated fees).
- Use of Proceeds: Repayment of all indebtedness under the revolving credit facility, payment of offering fees, and general corporate purposes (working capital, growth, strategic projects).
- Security Status: Senior unsecured obligations, fully and unconditionally guaranteed by existing and future domestic subsidiaries.
Material Changes
The filing reports a significant change in the Company's capital structure. SAIC has closed a new long-term debt facility to replace its existing revolving credit facility. This transaction introduces new covenants limiting the ability to incur additional indebtedness, pay dividends, repurchase stock, or make certain investments and asset dispositions.
Guidance, Outlook, and Risks
- Redemption Terms:
- Pre-November 1, 2028: Redeemable at 100% principal plus accrued interest and a "make-whole premium." Up to 40% of the principal may be redeemed with equity offering proceeds at 105.875% of principal.
- Post-November 1, 2028: Redeemable at option at specified redemption prices plus accrued interest.
- Change of Control: Upon a change of control, the Company may be required to repurchase the Notes at 101% of principal plus accrued interest.
- Events of Default: Include nonpayment, breach of agreements, bankruptcy, and failure to pay certain judgments.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks and uncertainties that could cause actual results to differ from expectations.
Investor Verification Checklist
- Verify the exact amount of debt outstanding under the revolving credit facility being repaid to confirm the net cash impact.
- Review the specific covenants in the Indenture (Exhibit 4.1) regarding restrictions on future indebtedness and dividend payments.
- Confirm the impact of the 5.875% interest rate on future interest expense compared to the previous credit facility rates.
- Check subsequent filings for any updates on the "general corporate purposes" allocation of remaining proceeds.