CACI (NYSE: CACI) secures $1.25B term loan and $2.0B revolver under new credit deal

Rhea-AI Filing Summary

CACI International Inc entered into a Second Amended and Restated Credit Agreement on November 25, 2025, replacing its prior 2021 facility. The agreement provides a $1.25 billion term loan facility and a $2.0 billion revolving credit facility, each maturing on November 25, 2030, with a $150.0 million swing line subfacility and a $25.0 million letter of credit subfacility. The company may add incremental debt within a detailed leverage- and coverage-based framework, including amounts tied to Consolidated EBITDA and specified leverage ratio thresholds. Obligations are secured by substantially all assets of CACI and its material domestic subsidiaries and are guaranteed by those subsidiaries, subject to customary exceptions. Interest on borrowings is based on a base rate or Term SOFR plus a margin set by the company’s Consolidated Total Net Leverage Ratio, and the agreement includes financial covenants on leverage and interest coverage, along with customary limitations on additional debt, liens, investments, asset transfers, dividends and certain transactions.

Insights

Credit & Capital Structure Analyst

CACI refinances and extends large credit facilities with leverage-based terms.

CACI International Inc has put in place a Second Amended and Restated Credit Agreement featuring a $1.25 billion term loan and a $2.0 billion revolving credit facility, both maturing on November 25, 2030. This replaces the prior 2021 agreement and secures financing capacity for several years, backed by substantially all assets of the company and its material domestic subsidiaries.

The structure allows additional incremental debt subject to detailed leverage and coverage tests, including thresholds such as a Consolidated First Lien Net Leverage Ratio not exceeding 3.75% to 1.00 for certain secured debt and a Consolidated Interest Coverage Ratio of at least 2.00 to 1.00 in some cases. Interest is tied to a base rate or Term SOFR plus a margin that depends on the Consolidated Total Net Leverage Ratio, so borrowing costs will move with both market rates and leverage.

The agreement also introduces financial maintenance covenants on maximum Consolidated Total Net Leverage Ratio and minimum Consolidated Interest Coverage Ratio, alongside customary limits on additional indebtedness, liens, investments, dividends and major transactions. Subsequent company disclosures may provide more detail on how these facilities are used over time and how leverage metrics track against the stated covenant thresholds.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2025

_________________________________________

CACI International Inc

(Exact name of Registrant as Specified in Its Charter)

_________________________________________

Delaware			001-31400			54-1345888
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

12021 Sunset Hills Road Reston, Virginia						20190
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 841-7800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			CACI			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 1.01 Entry into a Material Definitive Agreement

On November 25, 2025, CACI International Inc (the “Company”) and certain of its subsidiaries entered into a Second Amended and Restated Credit Agreement with the lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer (the “Second Amended and Restated Credit Agreement”). The Second Amended and Restated Credit Agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement, dated as of December 13, 2021 (as previously amended or modified prior to November 25, 2025).

The Second Amended and Restated Credit Agreement provides for a term loan facility of $1.25 billion and a revolving credit facility of $2.0 billion, each with a maturity date of November 25, 2030. The revolving credit facility under the Second Amended and Restated Credit Agreement also has subfacilities of $150.0 million for same-day swing line loan borrowings and $25.0 million for letters of credit. At any time and so long as no default has occurred and is continuing and subject to other customary conditions (including pro forma compliance with the financial covenants set forth in the Second Amended and Restated Credit Agreement), the Company has the right on one or more occasions to increase its existing term loan facility, incur additional term loan facilities, increase its revolving credit facility or incur other incremental equivalent indebtedness in an aggregate principal amount of up to the sum of (i) the greater of (x) $1.105 billion and (y) one hundred percent (100%) of the Company’s Consolidated EBITDA for the Applicable Period plus (ii) voluntary prepayments of pari passu secured indebtedness (accompanied by a permanent commitment reduction in respect of revolving indebtedness) plus (iii) an unlimited amount of indebtedness (x) in the case of pari passu secured indebtedness, so long as the Consolidated First Lien Net Leverage Ratio of the Company does not exceed 3.75 to 1.00, (y) in the case of junior secured indebtedness, so long as the Consolidated Senior Secured Net Leverage Ratio of the Company does not exceed 4.25 to 1.00 and (z) in the case of unsecured indebtedness, at the Company’s option, so long as either (A) the Consolidated Total Net Leverage of the Company does not exceed the lesser of (I) 5.00 to 1.00 and (II) the Consolidated Total Net Leverage Ratio required to be observed as a financial maintenance covenant under the Second Amended and Restated Credit Agreement or (B) the Consolidated Interest Coverage Ratio of the Company is at least 2.00 to 1.00. The obligations under the Second Amended and Restated Credit Agreement are secured by substantially all of the assets of the Company and its material domestic subsidiaries and guaranteed by the material domestic subsidiaries of the Company, in each case, subject to customary exceptions.

The interest rates applicable to loans under the facilities are floating interest rates that equal a base rate or Term SOFR rate plus, in each case, an applicable margin based upon the Company’s Consolidated Total Net Leverage Ratio.

The Second Amended and Restated Credit Agreement requires the Company to comply with certain financial covenants, including a maximum Consolidated Total Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio. The Second Amended and Restated Credit Agreement also includes customary negative covenants restricting or limiting our ability to guarantee or incur additional indebtedness, grant liens or other security interests to third parties, make loans or investments, transfer assets, declare dividends or redeem or repurchase capital stock or make other distributions, prepay subordinated indebtedness and engage in mergers, acquisitions or other business combinations, in each case, except as expressly permitted under the Second Amended and Restated Credit Agreement.

Capitalized terms not otherwise defined herein have the meanings set forth in the Second Amended and Restated Credit Agreement.

The foregoing description of the Second Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Second Amended and Restated Credit Agreement which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.

Exhibit Number						Description
10.1						Second Amended and Restated Credit Agreement, dated November 25, 2025, by and among CACI International Inc, the subsidiaries of CACI International Inc named therein, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, and each of the lenders named therein.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CACI International Inc
Date: December 1, 2025			By:			s/ J. William Koegel, Jr.
						J. William Koegel, Jr.
						Executive Vice President, General Counsel and Secretary

FAQ

What did CACI (CACI) announce regarding its credit facilities?

CACI International Inc entered into a Second Amended and Restated Credit Agreement on November 25, 2025, replacing its prior 2021 agreement with updated term loan and revolving credit facilities and related covenants.

How large are CACI (CACI)'s new term loan and revolving credit facilities?

The agreement provides a $1.25 billion term loan facility and a $2.0 billion revolving credit facility, each with a maturity date of November 25, 2030.

What subfacilities are included in CACI (CACI)'s new revolving credit facility?

The revolving credit facility includes a $150.0 million swing line loan subfacility for same-day borrowings and a $25.0 million letter of credit subfacility.

Can CACI (CACI) incur additional debt under the new credit agreement?

Yes. Subject to no default and other customary conditions, CACI may increase or add term and revolving facilities or incur incremental equivalent indebtedness, with limits based on a specified dollar amount tied to Consolidated EBITDA, voluntary prepayments of certain debt, and further amounts permitted within stated leverage and interest coverage ratio thresholds.

What collateral and guarantees back CACI (CACI)'s obligations under the new credit agreement?

Obligations under the agreement are secured by substantially all assets of CACI and its material domestic subsidiaries and are guaranteed by those material domestic subsidiaries, subject to customary exceptions.

How are interest rates determined on CACI (CACI)'s new credit facilities?

Interest rates are floating and equal either a base rate or a Term SOFR rate plus an applicable margin that depends on CACI’s Consolidated Total Net Leverage Ratio.

What key financial covenants apply to CACI (CACI) in the new credit agreement?

CACI must comply with a maximum Consolidated Total Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio, and is also subject to customary negative covenants on additional indebtedness, liens, investments, asset transfers, dividends, subordinated debt prepayments and certain business combinations.