Item 1.01. Entry Into a Material Definitive Agreement.

On August 24, 2020, Booz Allen Hamilton Inc. (the "Issuer"), an indirect wholly-owned subsidiary of Booz Allen Hamilton Holding Corporation ("Booz Allen"), issued $700.0 million aggregate principal amount of its 3.875% Senior Notes due 2028 (the "Notes") under an Indenture, dated as of August 24, 2020 (the "Base Indenture"), among the Issuer, certain subsidiaries of the Issuer, as guarantors (the "Subsidiary Guarantors"), and Wilmington Trust, National Association (in such capacity, the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of August 24, 2020, among the Issuer, the Subsidiary Guarantors and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes were sold pursuant to a Purchase Agreement, dated as of August 12, 2020, among the Issuer, the Subsidiary Guarantors and BofA Securities, Inc., as representative of the initial purchasers named therein.

Interest on the Notes will accrue at the rate of 3.875% per annum and will be payable semi-annually in cash in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The Notes mature on September 1, 2028.

The Issuer used the net proceeds from the sale of the Notes to redeem all of its outstanding 5.125% Senior Notes due 2025 (the "Existing Senior Notes") at a redemption price equal to 102.563% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the redemption date, in accordance with the indenture governing the Existing Senior Notes and to pay all related fees and expenses. The Issuer intends to use the remaining net proceeds for working capital and other general corporate purposes.





Guarantee; Ranking

The Notes are guaranteed by each of the Issuer's existing and future restricted subsidiaries that guarantee the Issuer's obligations under its existing secured credit facility or certain other indebtedness on a senior unsecured basis. The Notes and the guarantees are the Issuer's and each Subsidiary Guarantors' senior unsecured obligations and rank equally in right of payment with all of the Issuer's and the Subsidiary Guarantors' existing and future senior indebtedness and rank senior in right of payment to any of the Issuer's and the Subsidiary Guarantors' future subordinated indebtedness. The Notes and the guarantees are effectively subordinated to the Issuer's and the Subsidiary Guarantors' existing and future senior secured indebtedness (including under the Issuer's secured credit facility) to the extent of the value of the assets securing such indebtedness. The Notes and the guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Issuer's and the Subsidiary Guarantors' subsidiaries that do not guarantee the Notes.





Optional Redemption

The Issuer may redeem some or all of the Notes at any time prior to September 1, 2023, at a price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, plus an applicable "make-whole premium." The Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon certain required notice, at any time (i) on and after September 1, 2023, at a price equal to 101.938% of the principal amount of the Notes, (ii) on or after September 1, 2024, at a price equal to 100.969% of the principal amount of the Notes, and (iii) on September 1, 2025 and thereafter, at a price equal to 100.000% of the principal amount of the Notes, in each case, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date. In addition, at any time on or prior September 1, 2023, the Issuer may redeem up to 40% of the Notes with an amount equal to the net cash proceeds of certain equity offerings at the redemption price equal to 103.875%, plus accrued and unpaid interest, if any, to (but not including) the redemption date, provided, however, that at least 50% of the original aggregate principal amount of the Notes must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 180 days after the date on which any such equity offering is consummated.





Covenants

The Indenture contains covenants that, among other things, limit the ability of the Issuer and the Issuer's restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or preferred stock; pay dividends on or make other distributions in respect of, or repurchase or redeem, Booz Allen's capital stock; prepay, redeem or repurchase subordinated indebtedness; make loans and investments; sell or otherwise dispose of assets; incur liens securing indebtedness; enter into transactions with affiliates; enter into agreements restricting the Issuer's subsidiaries' ability to pay dividends to the Issuer or the Subsidiary Guarantors or make other intercompany transfers; consolidate, merge or sell all or substantially all of the Issuer's or any Subsidiary Guarantor's assets; and designate the Issuer's subsidiaries as unrestricted subsidiaries. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes (unless otherwise redeemed) at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of purchase. If the Issuer or its restricted subsidiaries engage in certain asset sales and certain financial ratios are not met, the Issuer generally must apply amounts equal to the net cash proceeds of such sales to invest in Booz Allen's business or to reduce amounts outstanding under the Issuer's secured credit facility within a period of time, or must make an offer to purchase the Notes and certain other indebtedness in an amount equal to the excess net cash proceeds of such sales.











Events of Default

The following are events of default under the Indenture: nonpayment of interest on any Note when due continued for 30 days; nonpayment of principal or premium, if any, of any Note when due; failure to comply for 60 days (or in the case of reporting obligations, 180 days) after receipt of requisite written notice with specified obligations, covenants or agreements contained in the Notes or the Indenture; failure to pay any indebtedness for borrowed money aggregating in excess of $100.0 million after final maturity or the acceleration of such indebtedness; certain events of bankruptcy or insolvency; failure to pay any judgment aggregating in excess of $100.0 million; and failure of any significant guarantee of the Notes to be in full force and effect, continued for 10 days.

Copies of the Base Indenture, the First Supplemental Indenture and the Form of Note are attached as Exhibits 4.1, 4.2 and 4.3 hereto and incorporated herein by reference. The foregoing descriptions of the Base Indenture, the First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of such documents.

Item 1.02. Termination of a Material Definitive Agreement.

Satisfaction and Discharge of 5.125% Senior Notes due 2025

On August 12, 2020, the Issuer issued a Notice of Conditional Full Redemption to the holders of all of the Existing Senior Notes issued under the Existing Indenture, dated as of April 25, 2017 (the "Existing Base Indenture"), among the Issuer, certain subsidiaries of the Issuer, as guarantors (the "2017 Subsidiary Guarantors"), and the Trustee, as supplemented by the First Supplemental Indenture, dated as of April 25, 2017, among the Issuer, the 2017 Subsidiary Guarantors and the Trustee (the "Existing First Supplemental Indenture" and, together with the Existing Base Indenture, the "Existing Indenture"), whereby the Issuer elected to redeem all $350.0 million aggregate principal amount outstanding of the Existing Senior Notes on the redemption date, defined as August 24, 2020, subject to the completion of the offering of the Notes and satisfaction of certain other conditions.

On August 24, 2020, the Issuer irrevocably deposited with the Trustee funds solely for the benefit of the holders of the Existing Senior Notes in an amount sufficient to pay the principal amount of the Existing Senior Notes, plus accrued and unpaid interest to (but not including) the redemption date and all other sums payable under the Existing Indenture. The Trustee executed and delivered an acknowledgement of satisfaction and discharge, dated as of August 24, 2020, with respect to the satisfaction and discharge of the Existing Senior Notes and the Existing Indenture.

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

The information contained in Item 1.01 concerning the Issuer's direct financial obligations under the Notes is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits









Exhibit No.    Description

   4.1           Indenture, dated August 24, 2020, among Booz Allen Hamilton Inc.,
               the Subsidiary Guarantors party thereto and Wilmington Trust,
               National Association.

   4.2           First Supplemental Indenture, dated August 24, 2020, among Booz
               Allen Hamilton Inc., the Subsidiary Guarantors party thereto and
               Wilmington Trust, National Association.

   4.3           Form of 3.875% Senior Note due 2028 (included in Exhibit 4.1
               hereto).

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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