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Published: 2023-02-16 09:20:40 ET
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8-K
0001336920 false 0001336920 2023-02-16 2023-02-16

 

 

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): February 16, 2023

 

 

LEIDOS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33072   20-3562868

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

1750 Presidents Street, Reston, Virginia

     20190
(Address of principal executive office)     (Zip Code)

(571) 526-6000

(Registrants’ telephone number, including area code)

 

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

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, par value $.0001 per share   LDOS   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  ☐

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.  ☐

 

 

 

FORM 8-K

 

Item 8.01.

Other Events.

On February 16, 2023, Leidos Holdings, Inc. issued a press release (the “Press Release”) announcing its wholly-owned subsidiary, Leidos, Inc. (the “Company”) commenced a cash tender offer (the “Tender Offer”) to purchase for cash any and all of the Company’s 2.950% Senior Notes due 2023 (the “2023 Notes”), of which $500 million is currently outstanding. The Tender Offer is being made upon the terms and subject to the conditions set forth in the Company’s offer to purchase, dated as of February 16, 2023.

A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

“Financial Statements and Exhibits”

(d)    Exhibits

 

99.1    Press release of Leidos, Inc. dated February 16, 2023.
104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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.

 

  LEIDOS HOLDINGS, INC.
Date: February 16, 2022     By:  

/s/ Benjamin A. Winter

      Benjamin A. Winter
    Its:   Senior Vice President and Corporate Secretary