THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) Files An 8-K Entry into a Material Definitive Agreement

THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) Files An 8-K Entry into a Material Definitive Agreement

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Entry into a Material Definitive Agreement.

On January 27, 2017, The KeyW Holding Corporation (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with RBC Capital Markets, LLC and Barclays Capital
Inc., as the representatives (collectively, the Representatives)
of the several underwriters named therein (collectively, the
Underwriters). to the terms and conditions of the Underwriting
Agreement, the Company agreed to sell 8,500,000 shares of its
common stock (the Firm Shares) to the Underwriters at a price of
$9.975 per share in connection with the offering of such shares
at a price to the public of $10.50 per share. to the Underwriting
Agreement, the Company granted the Underwriters an option to
purchase up to an additional 1,275,000 shares of its common stock
(together with the Firm Shares, the Shares) within 30 days after
the date of the Underwriting Agreement. The offering is scheduled
to close on February 1, 2017, subject to customary closing

The Underwriting Agreement contains customary representations,
warranties, and covenants by the Company. It also provides for
customary indemnification by each of the Company and the
Underwriters for losses or damages arising out of, or in
connection with the sale of, the Shares. In addition, subject to
certain exceptions, the Company and each of its executive
officers and directors have agreed with the Underwriters, not to
dispose of or hedge any of the Companys shares of common stock or
securities convertible into or exercisable or exchangeable for
shares of common stock for 90 days after the date of the
Underwriting Agreement without first obtaining the written
consent of the Representatives.

The foregoing is a summary description of certain terms of the
Underwriting Agreement and is qualified in its entirety by the
text of the Underwriting Agreement attached hereto as Exhibit 1.1
and incorporated herein by reference.

A copy of the opinion of Holland Knight LLP relating to the
legality of the issuance and sale of the Shares in the offering
is attached as Exhibit 5.1 hereto.

Item 7.01 Regulation FD Disclosure.

On January 27, 2017, the Company issued a press release
announcing that it had priced the offering of the Shares. The
press release is furnished as Exhibit 99.1 hereto.

The information provided in Item 7.01 of this Current Report on
Form 8-K and in the attached Exhibit 99.1 is being furnished and
shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act) or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a

Item9.01 Financial Statements and Exhibits.
(d) Exhibits



1.1 Underwriting Agreement dated January 27, 2017, by and among
The KeyW Holding Corporation and RBC Capital Markets, LLC and
Barclays Capital Inc., as representatives for the
underwriters named therein.
5.1 Opinion of Holland Knight LLP.
23.1 Consent of Holland Knight LLP (included in Exhibit 5.1).
99.1 Press Release dated January 27, 2017


The KEYW Holding Corporation (KEYW) is a provider of cybersecurity, cyber superiority and geospatial intelligence solutions to the United States Government defense, intelligence and national security agencies, and commercial enterprises. The Company operates through two segments: Government Solutions and Commercial Cyber Solutions. KEYW’s capabilities include solutions, services and products to support the collection, processing, analysis, use of intelligence data and information in the domains of cyberspace and geospace, and the protection of networks and related infrastructure. It provides a range of engineering services, cybersecurity and analytic products, and integrated platforms that support the intelligence process, including collection, processing, analysis and impact. KEYW’s platforms include various modified commercial turboprop aircraft for imagery and light detection and ranging (LIDAR), collection, products that the Company manufactures, as well as hardware and software.


THE KEYW HOLDING CORPORATION (NASDAQ:KEYW) closed its last trading session down -0.05 at 9.96 with 803,911 shares trading hands.

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