On May 7, 2020 Leidos Holdings, Inc. (NYSE: LDOS) ("Leidos"), a FORTUNE 500 science and technology leader, reported that its wholly-owned subsidiary, Leidos, Inc. (the "Issuer"), intends to commence, subject to market and customary conditions, a private offering of senior unsecured notes (the "Notes") pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act") (Press release, Leidos, MAY 7, 2020, View Source [SID1234557399]).

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The Notes will be the senior unsecured obligations of the Issuer and will be fully and unconditionally guaranteed on a senior basis by Leidos. The Notes and the related guarantee will be structurally subordinated to the liabilities of Leidos’ and the Issuer’s existing and future subsidiaries.

The Issuer intends to use the net proceeds from the offering to pay the outstanding balance on the 364-day bridge loan facility entered into in connection with the previously announced acquisition of DYHC Inc. from the Dynetics, Inc. Employee Stock Ownership Trust, and to pay related fees and expenses.

The Notes and the related guarantee will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes and the related guarantee have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.