0001443646False00014436462021-06-112021-06-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2021 (June 11, 2021)
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Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified in its charter)
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| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-34972 | | 26-2634160 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| |
| 8283 Greensboro Drive, | McLean, | Virginia | | | | 22102 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (703) 902-5000
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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:
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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) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | 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:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Class A Common Stock | BAH | 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).
Emerging growth company ☐
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. ☐
Item 8.01. Other Events.
On June 14, 2021, Booz Allen Hamilton Holding Corporation (“Booz Allen”) issued a press release announcing that on June 11, 2021 it closed the previously announced acquisition of Liberty IT Solutions, LLC, a Delaware limited liability company (the “Company”), pursuant to the membership interest purchase agreement (the “Purchase Agreement”) by and among Booz Allen Hamilton Inc., a Delaware corporation and a wholly-owned subsidiary of Booz Allen (the “Buyer”), the Company, William Greene, Christopher Bickell, and Jeff Denniston (each, a “Member” and collectively, the “Members”), and Southpaw Representative, LLC, in its capacity as Members’ Representative. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
Exhibit
No. | | Description |
| |
| 99.1 | | |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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| Booz Allen Hamilton Holding Corporation |
| |
| BY: | /s/ Lloyd W. Howell, Jr. |
| Lloyd W. Howell, Jr. |
| Executive Vice President, Chief Financial Officer and
Treasurer |
Date: June 14, 2021