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The KEYW Holding Corporation Completes Its $130.0 Million Public Offering of Convertible Senior Notes Due 2019 and The KEYW Corporation Closes New $42.5 Million Revolving Credit Facility

HANOVER, Md., July 21, 2014 (GLOBE NEWSWIRE) — The KEYW Holding Corporation (Nasdaq:KEYW) announced today the closing of its previously announced offering of convertible senior notes due July 15, 2019 (“notes”). The Company issued $130.0 million aggregate principal amount of notes. In connection with the offering of the notes, the Company entered into privately negotiated capped call transactions with affiliates of RBC Capital Markets and BofA Merrill Lynch. RBC Capital Markets and BofA Merrill Lynch acted as joint book-running managers for the notes offering. SunTrust Robinson Humphrey acted as co-manager.

Concurrently with the issuance of the notes, the Company’s wholly-owned subsidiary, The KEYW Corporation closed a new senior secured revolving credit agreement with Royal Bank of Canada, Bank of America, SunTrust Bank (or one of their respective affiliates) and other lenders, with RBC Capital Markets, LLC as lead arranger and sole bookrunner, for which Royal Bank of Canada will serve as sole administrative agent and sole collateral agent. The KEYW Corporation will receive a revolving credit commitment of up to $42.5 million that includes a swingline loan commitment of up to $10.0 million and a letter of credit facility of up to $15.0 million. This credit facility replaces The KEYW Corporation’s current credit facility with Royal Bank of Canada.

The notes bear interest at a rate of 2.50% per year payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2015. The notes are not redeemable prior to maturity. The notes are convertible, only during certain periods and subject to certain circumstances, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The conversion rate of the notes will initially be 67.4093 shares of common stock per $1,000 principal amount of the notes, equivalent to an initial conversion price of approximately $14.83 per share of common stock.

The net proceeds from the offering were approximately $124.8 million after deducting the underwriters’ discounts, estimated fees and expenses. The Company used approximately $16.0 million to fund the cost of the previously announced capped call transactions. The Company used $93.7 million of net proceeds to repay the outstanding balances under its existing credit facility.

The registration statement pursuant to which this offering was made is effective pursuant to the Securities Act of 1933.  Offers and sales of the notes may be made only by the prospectus and related prospectus supplement, which, when available, may be obtained from RBC Capital Markets, Attention: Equity Syndicate, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281 or by calling (877) 822-4089 or from BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by emailing dg.prospectus_requests@baml.com.

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

About KeyW
KeyW is an innovative national security solutions provider to the Intelligence, Cyber, and Counterterrorism communities. KeyW’s advanced technologies in cyber; intelligence, surveillance and reconnaissance; and analytics span the full spectrum of customer missions and enhanced capabilities. The company’s highly skilled workforce solves complex customer challenges such as preventing cyber threats, transforming data to actionable intelligence, and building and deploying sensor packages into any domain. For more information, please visit www.KeyWCorp.com and follow KeyW on Twitter @KeyWCorp.


Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” ‘will,” “potential,” “opportunities,” and similar expressions. Our actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, express or implied statements concerning: our expectations regarding our future financial performance, including the potential impact of successful contract awards; our bid and proposal pipeline; our ability to achieve projected growth in certain of our business units and the expected timing of such growth; demand for our products, services and solutions serving the intelligence, cyber and counterterrorism communities; and performance of key contracts, including the timing of production related to certain of our contracts and product offerings. Factors that may cause our results to differ, potentially materially, from those expressed or implied in our forward-looking statements include, but are not limited to: risks to our business and financial results related to reductions and other spending constraints imposed on the U.S. Government, including as a result the Federal budget deficit and Federal government shut-downs; risks of adverse regulatory action or litigation; risks that changes, cutbacks or delays in spending by Intelligence Community (IC) customers, including the National Security Agency (NSA), the National Geospatial-Intelligence Agency (NGA), and other agencies within the IC, the Federal Bureau of Investigation, and the Department of Defense (DoD) may occur, which could cause delays or cancellations of key government contracts; risks of delays to or the cancellation of our projects as a result of protest actions submitted by our competitors; risks that changes may occur in Federal government (or other applicable) procurement laws, regulations, policies and budgets; risks related to changes in government and customer priorities and requirements (including cost-cutting initiatives, the potential deferral of awards, terminations or reduction of expenditures to respond to the priorities of Congress and the Administration; and those risk factors set forth in our Annual Report on Form 10-K, dated and filed March 16, 2018 with the Securities and Exchange Commission (SEC), and other filings that we make with the SEC from time to time. Due to such uncertainties and risks, investors are cautioned not to place undue reliance on such forward-looking statements. We are under no obligation to (and expressly disclaims any such obligation to) update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

Media Contact:
Karen Coker
Director, Corporate Communications
443.733.1613
communications@keywcorp.com

Investor Contact:
Mark Zindler
Vice President, Investor Relations and Treasury
703.880.9379
investors@keywcorp.com