SCIENCE APPLICATIONS INTERNATIONAL CORP: Regulatory FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 7.01. FD Regulation Disclosure.

The Company has sent a proposed amendment to its existing Third Amended and Restated Credit Agreement dated October 31, 2018 within the company,
Citibank, North America., and certain other lenders, provided as Exhibit 99.1 to this current report on Form 8-K, to the current Tranche B 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 full refinancing of the existing term advances and term advances 2 with a new term facility; (iii) immediately increase this new term loan to a total unpaid amount of $1,230,000,000 and allow the proceeds of such increased amount to prepay the Tranche B Loans and the 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 closing date of the amendment (subject to acceleration in certain circumstances); (v) reduce the applicable interest rate margins under the Term Facility and Revolving Credit Commitment to a range of 0.75% to 1.75% per annum for SOFR loans, and from 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 above 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 as Attachment 99.1 to this Current Report on Form 8-K

The provision of the attached amendment is not an admission as to the materiality of the information contained therein.

The information contained in this Section 7.01 of this Current Report on Form 8-K and Exhibit 99.1 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 responsibilities of this section or sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Section 7.01 and in the presentation attached as Exhibit 99.1 to this current report shall not be incorporated by reference in any filing with the SECOND made by the Company, whether made before or after the date hereof, regardless of the language of general incorporation into 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 contained in this Section 7.01 of this Current Report on Form 8-K and the attached Exhibit 99.1 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 regarding future operating results, 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 forward-looking statements. These risk factors include, but are not limited to, the effect of economic and other conditions in the markets in which we operate. All forward-looking statements are based on information available to us today, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of future events, new information or otherwise. The proposed amendment provided as Exhibit 99.1 to this Current Report on Form 8-K is not final and may vary significantly from the attached version.

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Item 9.01. Financial statements and supporting documents

(d) Exhibits.

  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

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