Kratos Defense & Security Solutions, Inc. (“Kratos”) (NASDAQ:
KTOS), a Technology Company in the Defense, National Security and
Global Markets, today announced that it intends to offer for sale
$300,000,000 of shares of its common stock in an underwritten
offering pursuant to an effective shelf registration statement
filed with the Securities and Exchange Commission (the “SEC”). The
underwriters will have a 30-day option to purchase up to an
additional $45,000,000 of shares of common stock from Kratos. All
of the shares in the offering are to be sold by Kratos. The
proposed offering is subject to market and other conditions.
Kratos expects to use the net proceeds to
facilitate its long-term strategy, including potential investment
in facilities, expanding manufacturing capacity, anticipated
capital expenditures for expansion of current sole-source/single
award programs and high probability pipeline opportunities, further
strengthen the Company’s balance sheet in anticipation of upcoming
customer and partner decisions and source selection on additional
large, new program and contract opportunities, for general
corporate purposes, including paydown of debt, and to pay fees and
expenses in connection with the offering.
Baird, RBC Capital Markets, and Truist
Securities are acting as joint book-running managers for the
offering. B. Riley Securities and Raymond James are acting as
passive book-runners for the offering.
The securities described above are being offered
pursuant to an automatic shelf registration statement on Form
S-3ASR (File No. 333-277222) that was previously filed by Kratos
with the SEC and automatically became effective upon filing on
February 21, 2024. This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, these securities,
nor will there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale is not
permitted.
The offering will be made only by means of a
prospectus supplement and the accompanying prospectus. The
preliminary prospectus supplement and accompanying prospectus
describing the terms of the proposed offering will be filed with
the SEC. Copies of the preliminary prospectus supplement and
accompanying prospectus relating to the offering may be obtained,
when available, from Robert W. Baird & Co. Incorporated, 777 E.
Wisconsin Avenue, Milwaukee, Wisconsin 53202, by telephone at (800)
792-2473, or by email at syndicate@rwbaird.com, RBC Capital
Markets, LLC, 200 Vesey Street, New York, New York 10281, by
telephone at (877) 822-4089, or by email at
equityprospectus@rbccm.com, Truist Securities, Inc., 3333 Peachtree
Road NE, 9th Floor, Atlanta, Georgia 30326, by telephone at (800)
685-4786, or by email at TruistSecurities.prospectus@Truist.com, B.
Riley Securities, Inc., 1300 17th Street North, Suite 1300,
Arlington, VA 22209, Attention: Prospectus Department, by telephone
at (703) 312-9580, or by email at prospectuses@brileyfin.com and
Raymond James & Associates, Inc., 880 Carillon Parkway, St.
Petersburg, FL 33716, by telephone at (800) 248-8863, or by email
at prospectus@raymondjames.com. Electronic copies of the
preliminary prospectus supplement and accompanying prospectus will
also be available on the SEC’s website at www.sec.gov.
About Kratos Defense & Security
SolutionsKratos Defense & Security Solutions,
Inc. (NASDAQ: KTOS) is a technology, products, system and
software company addressing the defense, national security, and
commercial markets. Kratos makes true internally funded research,
development, capital and other investments, to rapidly develop,
produce and field solutions that address our customers’ mission
critical needs and requirements. At Kratos, affordability is a
technology, and we seek to utilize proven, leading-edge approaches
and technology, not unproven bleeding edge approaches or
technology, with Kratos’ approach designed to reduce cost, schedule
and risk, enabling us to be first to market with cost effective
solutions. We believe that Kratos is known as an innovative
disruptive change agent in the industry, a company that is an
expert in designing products and systems up front for successful
rapid, large quantity, low-cost future manufacturing which is a
value-add competitive differentiator for our large traditional
prime system integrator partners and also to our government and
commercial customers. Kratos intends to pursue program and contract
opportunities as the prime or lead contractor when we believe that
our probability of win (PWin) is high and any investment required
by Kratos is within our capital resource comfort level. We intend
to partner and team with a large, traditional system integrator
when our assessment of PWin is greater or required investment is
beyond Kratos comfort level. Kratos primary business areas include
virtualized ground systems for satellites and space vehicles
including software for command & control (C2) and telemetry,
tracking and control (TT&C), jet powered unmanned aerial drone
systems, hypersonic vehicles and rocket systems, propulsion systems
for drones, missiles, loitering munitions, supersonic systems,
space craft and launch systems, C5ISR and microwave electronic
products for missile, radar, missile defense, space, satellite,
counter UAS, directed energy, communication and other systems, and
virtual & augmented reality training systems for the
warfighter.
Notice Regarding Forward-Looking
Statements Certain 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’ expectations regarding the sale of shares of its common
stock in the proposed public offering, use of the expected proceeds
from the proposed public offering and other statements that are not
purely statements of historical fact. 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. Although Kratos believes
that the expectations reflected in these forward-looking statements
are reasonable, these statements involve many risks and
uncertainties that may cause actual results to differ materially
from what may be expressed or implied in these forward-looking
statements including, but not limited to: risks and uncertainties
related to market conditions, the satisfaction of customary closing
conditions related to the proposed public offering, as well as
general economic factors. There can be no assurance that Kratos
will be able to complete the proposed public 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 31, 2023, 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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