Booz Allen Hamilton Announces Pricing of Senior Notes Offering

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 $650 million aggregate principal amount of its 5.950% Senior Notes due 2035 (the “Notes”). The offering is expected to close on March 14, 2025, 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 for general corporate purposes and to repay short-term borrowings outstanding under the Revolving Credit Facility (which were used primarily for open market repurchases of Booz Allen’s shares).

BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC are acting as representatives of the underwriters and as joint bookrunners for the offering, along with Goldman Sachs & Co. LLC, PNC Capital Markets LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. The co-managers for the offering were Capital One Securities, Inc., Drexel Hamilton, LLC, Fifth Third Securities, Inc. and TD Securities (USA) LLC.

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 [e-mail], calling J.P. Morgan Securities LLC collect at 1-212-834-4533, SMBC Nikko Securities America, Inc. collect at 1-212-224-5135, or by e-mailing [e-mail] or Wells Fargo Securities, LLC, toll-free at 1-800-645-3751, or by e-mailing [e-mail].

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. Examples of forward-looking statements include information concerning Booz Allen’s financing plans, including statements related to the Issuer’s offering of the Notes and intended use of net proceeds of the offering. These forward-looking statements relate to future events or Booz Allen’s future financial performance and involve known and unknown risks, uncertainties that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements implied by these forward-looking statements including, without limitation, risks related to whether the Issuer will consummate the offering of the Notes on the expected terms, or at all, market and other general economic conditions and whether the Issuer and Booz Allen will be able to satisfy the conditions required to close any sale of the Notes. These and other risks concerning Booz Allen and its businesses are described in additional detail in its Annual Report on Form 10-K for the year ended March 31, 2024, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, September 30, 2024 and December 31, 2024, and other filings made by Booz Allen with the Securities and Exchange Commission.

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