Blog: SCIENCE APPLICATIONS INTERNATIONAL CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

The Company has sent a proposed amendment to its existing Third Amended and
Restated Credit Agreement dated as of October 31, 2018 among the Company,
Citibank, N.A., and certain other lenders, furnished as Exhibit 99.1 to this
Current Report on Form 8-K, to current Tranche B Lenders and Tranche B-2 Lenders
seeking their approval of certain provisions contained in the proposed amendment
relating to the transition from LIBOR based interest rates to SOFR based
interest rates. Among other things, the proposed amendment would also (i)
increase the Revolving Credit Commitment to $1,000,000,000; (ii) result in a
refinancing of the existing Term Advances and Term 2 Advances in full with a new
Term Facility; (iii) immediately increase such new Term Facility to an aggregate
outstanding amount of $1,230,000,000 and permit the proceeds of such increased
amount to prepay Tranche B Loans and Tranche B-2 Loans; (iv) extend the
termination date of the Revolving Credit Commitments and the maturity date of
the Term Facility to the date that is five years after the amendment closing
date (subject to acceleration in certain circumstances); (v) reduce applicable
interest rate margins under the Term Facility and the Revolving Credit
Commitment to a range from 0.75% to 1.75% per annum for SOFR loans, and 0.00% to
0.75% per annum for base rate loans, in each case based on the then applicable
Leverage Ratio; and (vi) reduce undrawn commitment fees to a range of 0.125% to
0.25% per annum based on the then applicable Leverage Ratio. The foregoing
description of the proposed amendment and the transactions contemplated therein
is not complete and is subject to, and qualified in its entirety by, the full
text of the proposed amendment, which is attached furnished as Exhibit 99.1 to
this Current Report on Form 8-K.

The furnishing of the attached amendment is not an admission as to the
materiality of any information therein.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01 and in the
presentation attached as Exhibit 99.1 to this Current Report shall not be
incorporated by reference into any filing with the SEC made by the Company,
whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

Forward-Looking Statements: Under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, statements that are not historical
facts are forward-looking statements. Certain statements contained in the
information in this Item 7.01 of this Current Report on Form 8-K and Exhibit
99.1 attached hereto are “forward looking statements.” These forward-looking
statements are only estimates or predictions based on the Company’s management’s
current beliefs and assumptions and on information currently available to the
Company’s management. Forward-looking statements include information concerning
future results of operations, business strategies and financing plans.
Forward-looking statements include all statements that are not historical facts
and can be identified by the use of forward-looking terminology such as the
words “propose” or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual
results may differ materially from those expressed in the forward-looking
statements. These risk factors include, without limitation, the effect of
economic and other conditions in markets in which we operate. Any
forward-looking statements are based on information available to us today and we
undertake no obligation to update publicly any forward-looking statements,
whether as a result of future events, new information or otherwise. The proposed
amendment furnished as Exhibit 99.1 to this Current Report on Form 8-K is not
final and may change materially from the version attached hereto.

——————————————————————————–

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



 Exhibit
  Number       Description of Exhibit

   99.1        Proposed Amendment to the Third Amended and Restated Credit Agreement

   101         Cover Page Interactive Data File - the cover page XBRL tags are embedded
               within the Inline XBRL document

   104         The cover page from this Current Report on Form 8-K, formatted as Inline
               XBRL


——————————————————————————–

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s