CACI INTERNATIONAL INC /DE/ 8-K

What Happened
CACI International Inc. announced on February 26, 2026 that it intends, subject to market conditions, to offer an additional $500 million aggregate principal amount of unsecured senior notes due 2033 in a private offering exempt from registration. The new notes will be issued as part of the same series as CACI’s 6.375% senior notes due 2033 originally issued in June 2025. The company said net proceeds, together with borrowings under its revolving credit facility, proceeds of an incremental Term Loan B, cash on hand (and borrowings under a bridge facility if needed), will be used to pay all or part of the purchase price and transaction costs for its acquisition of ARKA Group L.P.

Key Details

• Offering size: $500 million aggregate principal amount of unsecured senior notes due 2033.
• Series/terms: To be issued as part of the same series as CACI’s 6.375% senior notes due 2033 (originally issued June 2025).
• Use of proceeds: To fund the ARKA Group acquisition and related costs, together with other financing sources (revolver, incremental Term Loan B, cash, and possibly a bridge facility).
• Contingency protections: If the acquisition and the offering do not close simultaneously, gross proceeds will be placed in escrow for the benefit of the trustee and holders; the notes include a special mandatory redemption at 100% of principal plus accrued interest if the acquisition is not completed under the purchase agreement.
• Filing: Announcement made via press release attached as Exhibit 99.1 to the Form 8‑K filed February 26, 2026.

Why It Matters
This filing signals CACI is raising substantial debt to finance the ARKA acquisition rather than using equity. That increases the company’s near‑term leverage and interest obligations (tied to the 2033 notes series) but preserves existing shareholders from immediate dilution. The escrow and mandatory redemption provisions reduce execution risk for note buyers if the acquisition fails to close, and investors should monitor deal closing conditions, final terms of the notes, and any related changes to CACI’s credit agreements or leverage metrics.