Kratos Defense & Security Solutions, Inc. Announces Proposed Offering of $300 Million of Senior Secured Notes Due 2025
November 06 2017 - 4:00PM
Kratos Defense & Security Solutions, Inc. (“Kratos”)
(Nasdaq:KTOS), announced today that it intends to offer, subject to
market and other customary conditions, $300 million aggregate
principal amount of Senior Secured Notes due 2025 (the “Notes”) in
a private offering that is exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”). The
Notes will be the senior secured obligations of Kratos and will be
guaranteed on a secured senior basis by each of Kratos’ existing
and future domestic restricted subsidiaries, subject to certain
exceptions. Kratos intends to use the net proceeds from the
offering of the Notes, together with cash on hand, to retire all of
its outstanding existing 7.00% Senior Secured Notes due 2019 (the
“Existing Notes”) and to pay all fees and expenses related thereto.
The Notes and related guarantees are being
offered only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and outside the United States to non-U.S. persons in reliance
on Regulation S under the Securities Act.
The Notes and related guarantees have not been
registered under the Securities Act or applicable state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the Notes or any other
securities and shall not constitute an offer to sell or a
solicitation of an offer to buy, or a sale of, the Notes or any
other securities in any jurisdiction in which such offer,
solicitation or sale is unlawful. This press release does not
constitute a notice of redemption under the redemption provisions
of the indenture governing the Existing Notes. This press release
is being issued pursuant to and in accordance with Rule 135c under
the Securities Act.
About Kratos Defense &
Security SolutionsKratos Defense & Security
Solutions, Inc. (Nasdaq:KTOS) develops transformative, affordable
technology for the Department of Defense and commercial customers.
Kratos is changing the way breakthrough technology for these
industries is brought to market through proactive research and a
streamlined development process. Kratos specializes in
unmanned systems, satellite communications, cyber security/warfare,
microwave electronics, missile defense, training and combat
systems.
Notice Regarding
Forward-Looking StatementsCertain statements in this press
release may constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of
1995. Such statements relate to a variety of matters,
including, without limitation, Kratos’ ability to complete the
announced offering of the Notes and Kratos’ intentions regarding
the use of the net proceeds from the proposed offering. These
forward-looking statements are made on the basis of the current
beliefs, expectations and assumptions of the management of Kratos
and are subject to significant risks and uncertainty.
Investors are cautioned not to place undue reliance on any such
forward-looking statements. All such forward-looking
statements speak only as of the date they are made, and Kratos
undertakes no obligation to update or revise these statements,
whether as a result of new information, future events or
otherwise.
Factors that may cause actual results to differ
materially from the forward-looking statements contained herein
include, without limitation, risks and uncertainties related to
market conditions and the satisfaction of customary closing
conditions related to the proposed Offering. There can be no
assurance that Kratos will be able to complete the proposed
Offering on the anticipated terms, or at all. For a further
discussion of risks and uncertainties that could cause actual
results to differ from those expressed in these forward-looking
statements, as well as risks relating to the business of Kratos in
general, see the risk disclosures in the Annual Report on Form 10-K
of Kratos for the year ended December 25, 2016, and in subsequent
reports on Forms 10-Q and 8-K and other filings made with the SEC
by Kratos.
Press Contact:Yolanda White858-812-7302
Direct
Investor
Information:877-934-4687investor@kratosdefense.com
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