Item 7.01. Regulation FD Disclosure.
On February 10, 2022, Kratos Defense & Security Solutions, Inc. (“Kratos” or the “Company”) announced the commencement of an offer to redeem all of its outstanding 6.5% Senior Secured Notes due 2025 (the “Senior Secured Notes”) on March 14, 2022 (the “Redemption Date”), subject to completion of the refinancing of its revolving credit facility, for an amount in cash equal to 103.250% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Redemption Offer”). The Company is currently in the process of refinancing its revolving credit facility and intends to replace the Senior Secured Notes through this refinancing process. The Company currently expects that its refinancing activities will be completed before the Redemption Date. The Company will provide additional details related to the refinancing transaction once it has been completed. A copy of the press release announcing the Redemption Offer, which describes the Redemption Offer in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
The foregoing description and other information in this Current Report on Form 8-K regarding the Redemption Offer and proposed refinancing transaction are included in this report solely for informational purposes. The information reported in this Item 7.01, including the material attached as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
All statements in this Current Report on Form 8-K are made as of February 10, 2022. Except as required by applicable law, Kratos undertakes no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. This Current Report on Form 8-K contains “forward-looking statements” within the meaning of federal securities laws, including statements related to the expected timing, final terms and completion of the Redemption Offer and the proposed refinancing transaction, the expected reduction in annual interest expense to be realized by the Company as a result of the Redemption Offer and the proposed refinancing transaction and similar statements concerning anticipated future events and expectations that are not historical facts. Kratos cautions you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that Kratos may not currently be able to accurately predict or assess, including the risk that Kratos is unable to redeem all of the Senior Secured Notes in the Redemption Offer or otherwise consummate the proposed refinancing transaction on the anticipated terms, within the anticipated timeline or at all, risks associated with fluctuations in the financial markets and other risks and uncertainties that are described in further detail in the Company’s reports filed with the Securities and Exchange Commission, including Kratos’ Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2021. There can be no assurance that the Redemption Offer or proposed refinancing transaction will be completed as described herein or at all. Any of these factors could cause actual results to differ materially from expectations Kratos expresses or implies in this Current Report on Form 8-K.