Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2019 (April 23, 2019)



Booz Allen Hamilton Holding Corporation

(Exact name of Registrant as specified in its charter)




Delaware   001-34972   26-2634160

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


8283 Greensboro Drive, McLean, Virginia   22102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 902-5000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 23, 2019, Booz Allen Hamilton Holding Corporation’s (“BAH”) wholly-owned subsidiary Booz Allen Hamilton Inc. (the “Company”) drew down $400 million (the “Loans”) of the $400 million delayed draw tranche A term loans available under the Company’s term loan facility (the “Facility”). The Company did not incur any additional fees related to the borrowing of the Loans. The Company expects that the proceeds of the Loans will be used for general corporate purposes of the Company and certain of its subsidiaries and for other purposes not prohibited by the Facility documentation.

Depending on the Company’s consolidated net total leverage ratio, the Loans will bear interest at either the Eurocurrency Rate (as defined in the Facility documentation) plus a margin of between 2.00% and 1.25% or the alternative base rate plus a margin of between 1.00% and 0.25%. The Facility is scheduled to mature on July 23, 2023. The Facility is described in further detail under Item 1.01 of BAH’s Current Report on Form 8-K filed with the SEC on July 24, 2018, which description is incorporated herein by reference.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Booz Allen Hamilton Holding Corporation
BY:   /s/ Lloyd W. Howell, Jr.
  Lloyd W. Howell, Jr.
  Executive Vice President, Chief Financial Officer and Treasurer

Date: April 24, 2019