Booz Allen Hamilton Announces Pricing of Senior Notes Offering

Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

senior unsecured basis financial

Debt issued on a senior unsecured basis is borrowing that ranks ahead of other unsecured or subordinated claims for repayment but is not backed by specific collateral. For investors it signals priority in the lender hierarchy—similar to being first in line at a buffet among unsecured creditors—and typically affects expected recovery in default and the interest rate the issuer must pay.

special mandatory redemption financial

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

stock purchase agreement regulatory

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

registration statement regulatory

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

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MCLEAN, Va.--(BUSINESS WIRE)-- Booz Allen Hamilton Holding Corporation (NYSE: BAH) (“Booz Allen”) 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.

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.

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.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the underwriters can arrange to send you the prospectus if you request it from one of the representatives of the underwriters by calling or e-mailing BofA Securities, Inc. at 1-800-294-1322 or dg.prospectus_requests@bofa.com, calling J.P. Morgan Securities LLC collect at 1-212-834-4533, calling or emailing PNC Capital Markets LLC toll-free at 855-881-0697 or pnccmprospectus@pnc.com, or calling or emailing Truist Securities, Inc. at (800) 685-4786 or TruistSecurities.prospectus@Truist.com.

Forward-Looking Statements

Certain statements in this press release include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including the risks and factors incorporated by reference to our most recent Annual Report on Form 10-K, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, and all other information contained or incorporated by reference into this prospectus as well as the risk factors and other information contained or incorporated by reference in the applicable prospectus supplement. In light of these risks, uncertainties, and other factors, the forward-looking statements may not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

BAHPR-FI

View source version on businesswire.com: https://www.businesswire.com/news/home/20260728598351/en/

Jessica Klenk, Media Relations
Klenk_Jessica@bah.com

Dustin Darensbourg, Investor Relations
Investor_Relations@bah.com

Source: Booz Allen Hamilton Holding Corporation