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LDOS > SEC Filings for LDOS > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for LEIDOS HOLDINGS, INC.



Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement.

On December 12, 2013, Leidos Holdings, Inc. (the "Company") entered into an accelerated stock repurchase agreement (the "ASR Agreement") with Bank of America Merrill Lynch ("BofAML") under which the Company will repurchase shares of its common stock with an aggregate value of approximately $300 million. The Company will acquire these common shares as part of its existing share repurchase program.

Under the ASR Agreement, the Company paid an initial purchase price of $300 million to BofAML on December 13, 2013. Shares will be delivered to the Company over the term of the ASR Agreement. The total number of shares to ultimately be purchased by the Company under the ASR Agreement will generally be based on the average of the daily volume weighted average prices of the Company's common stock during the term of the ASR Agreement. Upon final settlement of the ASR Agreement, the Company may be entitled to receive additional shares of the Company's common stock from BofAML or, under certain circumstances specified in the ASR Agreement, the Company may be required to deliver shares or make a cash payment, at its option, to BofAML. The ASR Agreement is scheduled to expire in approximately three months, but may conclude earlier at BofAML's option, and may be terminated early upon the occurrence of certain events.

The foregoing description of the ASR Agreement is a summary and is qualified in its entirety by the terms of the ASR Agreement, a copy of which will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2014.

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