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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2025
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CACI International Inc
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
001-31400 |
54-1345888 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
(IRS Employer
Identification No.)
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12021 Sunset Hills Road
Reston, Virginia
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20190 |
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Registrant’s Telephone Number, Including Area Code: (703) 841-7800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock |
CACI |
New York Stock Exchange |
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).
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Emerging growth company |
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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 o On May 20, 2025, CACI International Inc (the “Company”) issued a press release announcing that, subject to market conditions, the Company intends to offer for sale $750 million aggregate principal amount of unsecured Senior Notes due 2033 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933, as amended (the “Offering”).
The Company intends to use the net proceeds from the Offering to partially repay amounts outstanding under its revolving credit facility.
A copy of the press release announcing the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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| Item 9.01 |
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Financial Statement and Exhibits. |
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| Exhibit Number |
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Description |
| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
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CACI International Inc |
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| Date: May 20, 2025 |
By: |
s/ J. William Koegel, Jr. |
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J. William Koegel, Jr. |
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Executive Vice President, General Counsel and Secretary |
EX-99.1
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pressrelease2025519.htm
EX-99.1
Document
Exhibit 99.1
CACI Announces Proposed Offering of $750 Million of Senior Notes Due 2033
Reston, Va., May 20, 2025 – CACI International Inc (NYSE: CACI) announced today that it has commenced an offering (the “Offering”) of $750 million in aggregate principal amount of unsecured senior notes due 2033 (the “2033 Notes”). CACI intends to use the net proceeds from the Offering to partially repay amounts outstanding under its revolving credit facility.
The 2033 Notes will be guaranteed on a senior unsecured basis by all of CACI’s subsidiaries that are borrowers or guarantors under CACI’s senior credit facilities.
The 2033 Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”), as amended, and to non-U.S. persons outside of the United States only in compliance with Regulation S under the Securities Act. The 2033 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the 2033 Notes or any other security of CACI, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About CACI
At CACI International Inc (NYSE: CACI), our 25,000 talented and dynamic employees are ever vigilant in delivering distinctive expertise and differentiated technology to meet our customers’ greatest challenges in national security. We are a company of good character, relentless innovation, and long-standing excellence. Our culture drives our success and earns us recognition as a Fortune World's Most Admired Company. CACI is a member of the Fortune 1000 Largest Companies, the Russell 1000 Index, and the S&P MidCap 400 Index. For more information, visit us at caci.com.
Forward-Looking Statements
There are statements made herein which do not address historical facts, and therefore could be interpreted to be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are subject to factors that could cause actual results to differ materially from anticipated results. The factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the risk factors set forth in CACI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and other such filings that CACI makes with the Securities and Exchange Commission from time to time. Any forward-looking statements should not be unduly relied upon and only speak as of the date hereof.
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| Corporate Communications and Media: |
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Investor Relations: |
| Lorraine Corcoran, Executive Vice President, Corporate Communications |
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George Price, Senior Vice President, Investor Relations |
| (703) 434-4165, lorraine.corcoran@caci.com |
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(703) 841-7818, george.price@caci.com |
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