Science Applications International Corporation filed a Form 8-K on November 13, 2026, disclosing the closing of a $500 million private offering of 6.750% Senior Notes due 2034 and the use of proceeds to redeem its outstanding 4.875% Senior Notes due 2028.

Key Highlights

  • Offering size: $500 million aggregate principal amount of 6.750% Senior Notes due 2034 were issued on November 13, 2026.
  • Net proceeds: The company received approximately $493 million after deducting the initial purchasers' discount and estimated fees and offering expenses.
  • Use of proceeds: Net proceeds were used to redeem all outstanding 4.875% Senior Notes due 2028, with any remaining proceeds designated for general corporate purposes.
  • Trustee: The Indenture was entered into among the company, the guarantors party thereto, and Truist Bank, as trustee.
  • Change of control provision: Upon certain change-of-control events, the company may be required to offer to repurchase all Notes at 101% of principal plus accrued and unpaid interest.
  • Early redemption with equity proceeds: At any time on or prior to December 1, 2029, the company may redeem up to 40% of the original aggregate principal amount at 106.750% of principal plus accrued and unpaid interest.

Science Applications International Closes Senior Notes Offering and Redeems 2028 Notes

According to the filing, Science Applications International Corporation (NASDAQ:SAIC) closed its previously announced private offering on November 13, 2026, issuing $500 million in aggregate principal amount of 6.750% Senior Notes due 2034. The company reported receiving net proceeds of approximately $493 million after deducting the initial purchasers' discount and estimated fees and offering expenses payable by the company.

The filing states that the Notes are senior unsecured obligations of the company and are fully and unconditionally guaranteed by each of the company's existing and future domestic subsidiaries that guarantee the company's obligations under its Third Amended and Restated Credit Agreement and certain other indebtedness, including the 5.875% Senior Notes due 2033. The Indenture, dated November 13, 2026, limits the ability of the company and its subsidiaries to incur liens securing indebtedness, enter into certain sale and leaseback transactions, and consolidate, merge, or sell all or substantially all assets, subject to certain exceptions and qualifications.

Regarding redemption terms, the filing discloses that prior to December 1, 2029, the company may redeem some or all of the Notes at 100% of principal plus accrued and unpaid interest and an applicable "make-whole premium." On or after December 1, 2029, the Notes may be redeemed at prices set forth in the Notes. The Notes and related guarantees were offered and sold only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A of the Securities Act of 1933, as amended, and to certain non-U.S. persons under Regulation S. The filing notes that statements relating to the offering and use of net proceeds are forward-looking statements subject to the company's cautionary language and are not guarantees of future performance.

What Was Disclosed

Science Applications International Corporation disclosed the November 13, 2026 closing of a $500 million offering of 6.750% Senior Notes due 2034, net proceeds of approximately $493 million, redemption of all outstanding 4.875% Senior Notes due 2028, and the key terms of the governing Indenture with Truist Bank as trustee.