Kratos Defense & Security Solutions, Inc. (“Kratos”) (NASDAQ:
KTOS), a Technology Company in the Defense, National Security and
Global Markets, today announced the pricing of an underwritten
offering of 16,666,667 shares of its common stock at a public
offering price of $18.00 per share pursuant to an effective shelf
registration statement filed with the Securities and Exchange
Commission (the “SEC”). The net proceeds to Kratos from the
offering, after deducting underwriting discounts and commissions,
are expected to be approximately $288 million. Kratos has also
granted the underwriters a 30-day option to purchase up to an
additional 2,500,000 shares of common stock. All of the shares in
the offering are to be sold by Kratos. The offering is expected to
close on February 27, 2024, subject to customary closing
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 Benchmark Company and
Noble Capital Markets are acting as co-managers 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 offering have been filed with the SEC
and a final prospectus supplement will be filed with the SEC.
Copies of the final 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, by telephone at (703) 312-9580, or by email at
prospectuses@brileyfin.com, Raymond James & Associates, Inc.,
880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at
(800) 248-8863, or by email at prospectus@raymondjames.com, The
Benchmark Company, LLC, 150 East 58th St., 17th Floor, New York, NY
10155, by telephone at (212) 312-6700, or by email at
Prospectus@benchmarkcompany.com and Noble Capital Markets, Inc.,
150 East Palmetto Park Rd., Suite 110, Boca Raton, FL 33432, by
telephone at (561) 998-5483, or by email at
jtarantino@noblecapitalmarkets.com. Electronic copies of the final
prospectus supplement and accompanying prospectus will also be
available on the SEC’s website at www.sec.gov.
About Kratos Defense & Security
Solutions
Kratos 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, and 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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