Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
01 Août 2023 - 11:00PM
Edgar (US Regulatory)
Free Writing Prospectus
Dated August 1,
2023
Filed Pursuant to Rule 433
Registration Statement
Nos. 333-273531
and 333-273531-01
FINAL TERM SHEET
August 1, 2023
$650,000,000 5.950% Senior Notes due 2033
Issuer: |
Booz Allen Hamilton Inc. |
Parent Guarantor |
Booz Allen Hamilton Holding Corporation |
Ratings:* |
Baa3/BBB- (S/S) |
Principal Amount: |
$650,000,000 |
Maturity: |
August 4, 2033 |
Coupon (Interest Rate): |
5.950% |
Yield to Maturity: |
6.079% |
Spread to Benchmark Treasury: |
203 basis points |
Benchmark Treasury: |
UST 3.375% due May 15, 2033 |
Benchmark Treasury Price
/ Yield: |
94-19 / 4.049% |
Interest Payment Dates: |
Semi-annually on February 4 and August 4 of each year, commencing
on February 4, 2024 |
Redemption Provision(s): |
Prior to May 4, 2033 (three (3) months
prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the notes at its option, in whole or in part,
at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal
places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Prospectus under “Description of Notes and
Note Guarantee—Optional Redemption”) plus 35 basis points less (b) interest accrued to, but excluding, the redemption
date, and (2) 100% of the principal amount of the notes to be redeemed, plus in either case, accrued and unpaid interest on
the principal amount being redeemed to, but excluding, the redemption date as described in the Prospectus under “Description
of Notes and Note Guarantee—Optional Redemption.”
On and after May 4, 2033 (three (3) months
prior to maturity), the Issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price
equal to 100% of the aggregate principal amount of the notes being redeemed, plus any accrued and unpaid interest on the principal
amount being redeemed to, but excluding, the redemption date as described in the Prospectus under “Description of Notes and
Note Guarantee—Optional Redemption.” |
Price to Public: |
99.044% |
Underwriting Discount: |
0.650% |
Net Proceeds (after Underwriting
Discount and before Expenses) to the Issuer: |
$639,561,000 |
Trade Date: |
August 1, 2023 |
Settlement Date:** |
August 4, 2023 (T+3) |
Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof |
Day Count Convention: |
30/360 |
CUSIP Number: |
09951L AC7 |
ISIN Number: |
US09951LAC72 |
Book-Running Manager(s): |
BofA Securities, Inc.
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.
Truist Securities, Inc.
Wells Fargo Securities, LLC |
Co-Managers |
Capital One Securities, Inc.
Fifth Third Securities, Inc.
Huntington Securities, Inc.
ICBC Standard Bank Plc
M&T Securities, Inc.
MUFG Securities Americas Inc.
Siebert Williams Shank & Co., LLC
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
WauBank Securities LLC |
*Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or withdrawal at any time.
** The Issuer expects that delivery of the notes will be made to investors
on August 4, 2023, which will be the third business day following the date of this term sheet (such settlement being referred to
as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are
required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade notes more than two business days prior to August 4, 2023 will be required, by virtue of the fact that the notes initially
settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers
of the notes who wish to trade the notes during such period should consult their advisors.
The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, the Underwriters can arrange to send you the prospectus if you request it by calling or e-mailing BofA
Securities, Inc. at 1-800-294-1322 or dg.prospectus_requests@bofa.com or calling J.P. Morgan Securities LLC collect at
1-212-834-4533.
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