Booz Allen Hamilton Holding Corporation (NYSE:BAH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On April25, 2017, Booz Allen Hamilton Inc. (the Issuer), an
indirect wholly-owned subsidiary of Booz Allen Hamilton Holding
Corporation (Booz Allen), issued $350million aggregate principal
amount of its 5.125% Senior Notes due 2025 (the Notes) under an
Indenture, dated as of April25, 2017 (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 April25, 2017,
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 to a Purchase
Agreement, dated as of April20, 2017, among the Issuer, the
Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner Smith
Incorporated, as representative of the initial purchasers named
therein.

Interest on the Notes will accrue at the rate of 5.125% per annum
and will be payable semi-annually in cash in arrears on May1 and
November1 of each year, beginning on November1, 2017. The Notes
mature on May1, 2025.

The Issuer used the net proceeds from the sale of the Notes to
repay all outstanding loans under its revolving credit facility.
The Issuer intends to use the remaining net proceeds for working
capital and other general corporate purposes, which may include
the repayment of a portion or all of the outstanding deferred
payment obligation established in connection with the acquisition
of Booz Allen by The Carlyle Group in 2008.

Guarantee; Ranking

The Notes are guaranteed by each of the Issuers existing and
future restricted subsidiaries that guarantee the Issuers
obligations under its existing secured credit facility or certain
other indebtedness on a senior unsecured basis. The Notes and the
guarantees are the Issuers and each Subsidiary Guarantors senior
unsecured obligations and rank equally in right of payment with
all of the Issuers and the Subsidiary Guarantors existing and
future senior indebtedness and rank senior in right of payment to
any of the Issuers and the Subsidiary Guarantors future
subordinated indebtedness. The Notes and the guarantees are
effectively subordinated to the Issuers and the Subsidiary
Guarantors existing and future senior secured indebtedness
(including under the Issuers 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
Issuers 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 May1, 2020, at a price equal to 50% 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 May1, 2020,
at a price equal to 102.563% of the principal amount of the
Notes, (ii)on or after May1, 2021, at a price equal to 101.281%
of the principal amount of the Notes, and (iii)on May1, 2022 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 May1, 2020, 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 105.125%, 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 Issuers 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 Allens 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 Issuers 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 Issuers or any Subsidiary Guarantors
assets; and designate the Issuers 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 excluding) the
date of purchase. If the Issuer or its

restricted subsidiaries engage in certain asset sales, the Issuer
generally must invest amounts equal to the net cash proceeds for
such sales in Booz Allens business within a period of time,
reduce amounts outstanding under the Issuers secured credit
facility or make an offer to purchase the Notes and certain other
indebtedness equal to the excess net cash proceeds.

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, 90 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
$75.0million after final maturity or the acceleration of such
indebtedness; certain events of bankruptcy or insolvency; failure
to pay any judgment aggregating in excess of $75.0million; 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,
the Form of Note and the Purchase Agreement are attached as
Exhibits 4.1, 4.2, 4.3 and 10.1 hereto and incorporated herein by
reference. The foregoing descriptions of the Base Indenture, the
First Supplemental Indenture, the Notes and the Purchase
Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of such documents.

Item2.03. 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 Issuers
direct financial obligations under the Notes is incorporated
herein by reference.

(d)Exhibits

About Booz Allen Hamilton Holding Corporation (NYSE:BAH)

Booz Allen Hamilton Holding Corporation is a holding company. The Company is a provider of management and technology, consulting and engineering services to the United States and international governments, corporations and not-for-profit organizations. The Company’s client base includes government, commercial and international clients. Its commercial clients in the United States are primarily in the financial services, healthcare and life sciences, energy, high-technology manufacturing, retail, and automotive industries. Its international clients are primarily in the Middle East, along with a presence in Southeast Asia. The Company’s functional service offerings include Systems Delivery, Engineering and Science, Cyber, Analytics and Consulting. The Company’s innovation service offerings are Digital, Cyber Futures, Next Generation Analytics and Directed Energy.

Booz Allen Hamilton Holding Corporation (NYSE:BAH) Recent Trading Information

Booz Allen Hamilton Holding Corporation (NYSE:BAH) closed its last trading session up +0.14 at 35.90 with 852,185 shares trading hands.