SAIC Announces Proposed Private Offering of $750 Million Senior Notes

Dec 13, 2010, 08:42 ET from SAIC, Inc.

MCLEAN, Va., Dec. 13, 2010 /PRNewswire/ -- SAIC, Inc. (NYSE: SAI), today announced that it is proposing to offer through a private placement $750 million aggregate principal amount of unsecured senior notes due 2020 and 2040 (the "Notes").  SAIC currently expects to use approximately $300 million of the net proceeds to repurchase additional shares of common stock to offset the impact on earnings per share for fiscal 2012 from the additional interest expense associated with the Notes.  The actual amount of common stock repurchased will depend on market conditions and may be less than or greater than the amount currently expected as determined by the board of directors.

If issued, the Notes will be guaranteed by SAIC's wholly-owned subsidiary, Science Applications International Corporation.   The Notes and the related guarantees are being offered by the initial purchasers only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, registration requirements.  

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of securities mentioned in this press release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

Certain statements in this release contain or are based on "forward-looking" information within the meaning of the Private Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as "expects," "intends," "plans," "anticipates," "believes," "estimates," "guidance," and similar words or phrases. Forward-looking statements in this release include, among others, statements about the proposed private placement, intended use of proceeds and additional stock repurchases. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Actual performance and results may differ materially from the forward-looking statements made in this release depending on a variety of factors. For further information concerning risks and uncertainties associated with our business, please refer to the filings we make from time to time with the U.S. Securities and Exchange Commission, including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Legal Proceedings" sections of our latest annual report on Form 10-K and quarterly reports on Form 10-Q.

All information in this release is as of December 13, 2010. SAIC expressly disclaims any duty to update any other forward-looking statement provided in this release to reflect subsequent events, actual results or changes in the company's expectations. SAIC also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.


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