CACI INTERNATIONAL INC /DE/ 8-K

What Happened

• On March 12, 2026, CACI International Inc. entered into a second supplemental indenture and issued $500 million aggregate principal amount of additional unsecured Senior Notes (6.375% due 2033) as part of the same series as its June 2025 6.375% Senior Notes due 2033. The Additional Notes were sold in a private placement to qualified institutional buyers under Rule 144A.
• The Notes are senior unsecured obligations of CACI and are fully, unconditionally and jointly and severally guaranteed by its subsidiary guarantors. CACI received approximately $518 million in net proceeds and increased total outstanding Notes to $1,500,000,000.

Key Details

• Issue date / filing: March 12, 2026 (Second Supplemental Indenture executed).
• Amounts: $500.0M Additional Notes; total Notes outstanding after the Offering: $1.5B; net proceeds ≈ $518M.
• Terms: 6.375% interest, payable semi‑annually on June 15 and December 15; maturity June 15, 2033. First interest payment on the Additional Notes will be June 15, 2026 (includes accrued interest from Dec 15, 2025).
• Use of proceeds: repay indebtedness under CACI’s revolving credit facility that was used to help fund the ARKA Group L.P. acquisition and related costs.
• Credit terms: Notes are senior unsecured and guaranteed; the indenture contains customary covenants and events of default (holders of ≥30% of outstanding Notes or the Trustee can accelerate amounts due).

Why It Matters

• This filing documents a material addition to CACI’s long‑term debt — a fixed‑rate, senior unsecured issue that increases total notes to $1.5B and provides immediate cash to reduce revolver borrowings tied to the ARKA acquisition.
• For investors, the transaction affects CACI’s capital structure and interest expense profile (adds fixed‑rate debt through 2033) and may reduce short‑term bank leverage by replacing revolver borrowings. The notes remain unsecured but are guaranteed by subsidiaries; default and acceleration provisions are standard and could affect creditor remedies in stressed scenarios.