| Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 12, 2026 (the “Restatement Effective Date”), Leidos Holdings, Inc. (“Leidos”), Leidos, Inc., a Delaware corporation and a wholly-owned subsidiary of Leidos, as borrower (the “Borrower”), and certain other wholly-owned domestic subsidiaries of Leidos, as guarantors (collectively, the “Subsidiary Guarantors” and, together with Leidos and the Borrower, collectively, the “Loan Parties”), entered into an Amendment and Restatement Agreement (the “Restatement Agreement”), which amended and restated that certain Credit Agreement dated as of March 10, 2023 (prior to giving effect to this amendment and restatement, the “Existing Credit Agreement”), among the Loan Parties, the lenders party thereto and Citibank, N.A., as administrative agent (as amended and restated pursuant to the Restatement Agreement, the “Credit Agreement”).
The Restatement Agreement amends and restates the Existing Credit Agreement to, among other things, (i) increase the aggregate commitments under the revolving credit facility from $1,000,000,000 to $1,500,000,000, (ii) extend the maturity date of the revolving credit facility to five years after the Restatement Effective Date, (iii) reduce the unused commitment fee to a range of 0.08% to 0.20% per annum (based on a ratings-based grid), rather than 0.09% to 0.25% per annum, and (iv) remove the 0.10% per annum credit spread adjustment previously applicable to borrowings under the revolving credit facility. As of the Restatement Effective Date, no borrowings were outstanding under the revolving credit facility, and it remains available for working capital and general corporate purposes, subject to customary conditions.
No modifications were made to the maturity date, principal amount or pricing with respect to the term loan facility under the Existing Credit Agreement. The representations and warranties, affirmative covenants, negative covenants and financial covenants under the Credit Agreement are, taken as a whole, substantially similar to those contained in the Existing Credit Agreement, subject to certain modifications reflected in the Restatement Agreement.
The foregoing description does not purport to be complete and is subject to and is qualified in its entirety by reference to all of the provisions of the Restatement Agreement, which is attached hereto as Exhibit 10.1 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 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits: The following exhibits are attached with this report:
|
|
|
| Exhibit No. |
|
Description |
|
|
| 10.1 |
|
Restatement Agreement, dated as of February 12, 2026, by and among Leidos Holdings, Inc., Leidos, Inc., the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent. |
|
|
| 104 |
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
