BigBear.ai Holdings, Inc. Announces Exchange Agreements and Third Supplemental Indenture

BigBear.ai Holdings, Inc. recently disclosed the signing of privately negotiated exchange agreements with specific holders of its existing 6.00% Convertible Senior Notes due 2026, with an exchange totaling about $182.3 million principal amount of the 2026 Notes for $182.3 million in aggregate principal amount of the Company’s new 6.00% Convertible Senior Secured Notes due 2029 and roughly $0.4 million in cash. This transaction, referred to as the “Exchange Transaction,” involved the issuance of the 2029 Notes governed by an indenture dated December 27, 2024.

Moreover, in association with the Exchange Transaction, the Company obtained consents from select holders of the 2026 Notes to amend certain terms of the indenture governing the Notes. A Third Supplemental Indenture was subsequently executed on December 27, 2024, reflecting these amendments, including the elimination of specific restrictive covenants and limitations.

The 2029 Notes, fully and unconditionally guaranteed on a senior, secured basis, will accrue interest at a rate of 6.00% or 7.00% per annum, depending on the payment method, payable semi-annually starting from June 15, 2025. The 2029 Notes will mature on December 15, 2029, subject to early conversion, redemption, or repurchase options.

Noteholders who opt to convert their 2029 Notes will also be entitled to an interest make-whole payment of up to 7.50% of the aggregate principal amount of notes converted, payable in cash or shares of common stock at the Company’s discretion. The 2029 Notes will not be redeemable at the Company’s discretion before December 27, 2025, but may be redeemed under certain conditions thereafter.

Furthermore, BigBear.ai Holdings, Inc. confirmed the termination of its existing senior secured revolving credit facility concurrently with the closing of the Exchange Transaction, which had no outstanding borrowings before its termination.

The securities associated with the Exchange Transaction remain unregistered under the Securities Act, and details of the agreements can be found in the recent Form 8-K filed by the Company. Interested parties are advised to refer to the full text of the agreements filed as exhibits for a comprehensive understanding of the details involved.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read BigBear.ai’s 8K filing here.

BigBear.ai Company Profile

BigBear.ai Holdings, Inc provides artificial intelligence-powered decision intelligence solutions. It offers national security, supply chain management, and digital identity and biometrics solutions. The company also provides data ingestion, data enrichment, data processing, artificial intelligence, machine learning, predictive analytics, and predictive visualization solutions and services.