Booz Allen Hamilton Announces Secondary Public Offering of Common Stock by Affiliate of The Carlyle Group

  Booz Allen Hamilton Announces Secondary Public Offering of Common Stock by
  Affiliate of The Carlyle Group

Business Wire

MCLEAN, Va. -- November 11, 2013

Booz Allen Hamilton Holding Corporation (“Booz Allen”)(NYSE: BAH), the parent
company of management consulting, technology, and engineering services firm
Booz Allen Hamilton Inc., today announced the commencement of a secondary
public offering of 10,000,000 shares of Class A common stock (“common stock”)
by an affiliate of The Carlyle Group (“Carlyle”). In addition, the
underwriters will have a 30-day option to purchase an aggregate of up to
1,500,000 additional shares of common stock from Carlyle.

Upon completion of the offering, Carlyle will beneficially own approximately
60.2% of the outstanding common stock of Booz Allen, or approximately 59.2% if
the underwriters fully exercise their option to purchase additional shares.
Booz Allen is not selling any shares of common stock in the offering and will
not receive any of the proceeds.

Barclays, Credit Suisse, Morgan Stanley, Bank of America Merrill Lynch,
Citigroup and J.P. Morgan are acting as bookrunners for the offering. BB&T,
Raymond James, Stifel, Drexel Hamilton, and SMBC Nikko are acting as
co-managers for the offering.

A shelf registration statement (including a prospectus) relating to the
offering of the common stock has previously been filed with the U.S.
Securities and Exchange Commission and has become effective. Before investing,
interested parties should read the prospectus and other documents filed with
the Securities and Exchange Commission for information about Booz Allen and
this offering. A copy of the prospectus may be obtained from: Barclays Capital
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, (888) 603-5847, email: barclaysprospectus@broadridge.com; and Credit
Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison
Avenue, New York, New York 10010, (800) 221-1037, email:
newyork.prospectus@credit-suisse.com.

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

About Booz Allen Hamilton

Booz Allen Hamilton is a leading provider of management consulting,
technology, and engineering services to the U.S. government in defense,
intelligence, and civil markets, and to major corporations, institutions, and
not-for-profit organizations. Booz Allen is headquartered in McLean, Virginia,
employs more than 23,000 people, and had revenue of $5.76 billion for the 12
months ended March 31, 2013.

BAHPR-FI

Forward Looking Statements

This press release contains, or may be deemed to contain, “forward-looking
statements” (as defined in the U.S. Private Securities Litigation Reform Act
of 1995). In some cases, you can identify forward-looking statements by
terminology such as “guidance,” “may,” “will,” “could,” “should,” “forecasts,”
“expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,”
“believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,”
or the negative of these terms or other comparable terminology. These
statements give Booz Allen’s current expectation of future events or its
future performance and do not relate directly to historical or current events.
A number of factors could cause Booz Allen’s future actions and related
results to vary from any expectations or goals expressed in, or implied by,
the forward-looking statements included in this press release, possibly to a
material degree. In particular, there can be no assurances that the offering
by Carlyle will be consummated. Some of these factors include, but are not
limited to, the risk factors set forth in Booz Allen’s Annual Report on Form
10-K, filed with the Securities and Exchange Commission on May 23, 2013, as
supplemented by the Company’s Quarterly Reports on Form 10-Q filed on July 31,
2013 and October 30, 2013. All forward-looking statements included in this
press release speak only as of the date made, and, except as required by law,
Booz Allen undertakes no obligation to update or revise publicly any such
forward-looking statements, whether as a result of new information, future
events, or otherwise.

Contact:

Booz Allen Hamilton
Media Relations
James Fisher, 703-377-7595
Marie Lerch, 703-902-5559
or
Investor Relations
Curt Riggle, 703-377-5332
 
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