8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): September 21, 2015

ORBITAL ATK, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-10582
(Commission
File No.) 41-1672694
(I.R.S. Employer
Identification No.)

45101 Warp Drive
Dulles, Virginia
(Address of principal executive offices) 20166
(Zip Code)

(703) 406-5000
Registrant's telephone number, including area code:

Not Applicable
(Former name or former address, if changed since last report.)

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

        The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. This information and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act").

        In a preliminary offering memorandum dated September 21, 2015 (the "Preliminary Offering Memorandum"), distributed to prospective investors in connection with the proposed private notes offering described under Item 8.01 of this Current Report on Form 8-K, Orbital ATK, Inc. (the "Company") disclosed certain information to prospective investors. The sections of the Preliminary Offering Memorandum captioned "Summary—Reconciliation of Pro Forma Adjusted EBITDA" and "Recent Developments" are excerpted from the Preliminary Offering Memorandum and are furnished as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01.

Item 8.01.    Other Events.

        On September 21, 2015, the Company issued a press release announcing its intention to offer $400 million aggregate principal amount of senior notes due 2023 (the "Notes") in a private offering, subject to market and other conditions. This press release is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

        The Notes will not be registered under the Securities Act or any state securities laws, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

        The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities of the Company.

Item 9.01.    Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
	99.1	The sections captioned "Summary—Reconciliation of Pro Forma Adjusted EBITDA" and "Recent Developments" of the Preliminary Offering Memorandum.
	99.2	Press Release, dated September 21, 2015, announcing the private offering of $400 million of Senior Notes.

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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.

	ORBITAL ATK, INC.
	By:	/s/ GARRETT E. PIERCE Name: Garrett E. Pierce Title:    Chief Financial Officer
Date: September 21, 2015

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EXHIBIT INDEX

Exhibit No.	Description
99.1	The sections captioned "Summary—Reconciliation of Pro Forma Adjusted EBITDA" and "Recent Developments" of the Preliminary Offering Memorandum.
99.2	Press Release, dated September 21, 2015, announcing the private offering of $400 million of Senior Notes.

3

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Item 7.01. Regulation FD Disclosure.
Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Reconciliation of Pro Forma Adjusted EBITDA

        "Pro Forma Adjusted EBITDA" is defined by Orbital ATK as earnings before interest expense, income taxes, depreciation and amortization, adjusted for nonrecurring or unusual expenses enumerated below, further adjusted to give effect to the Merger. We believe Pro Forma Adjusted EBITDA provides investors with additional useful information to measure our performance, giving effect to the Merger. We believe Pro Forma Adjusted EBITDA provides investors an enhanced understanding of our operations post-Merger, facilitates investors' analysis and comparisons of our current and past results of operations, facilitates comparisons of our operating results with those of our competitors and provides insight into the prospects of our future performance. Pro forma Adjusted EBITDA is not a GAAP measure. Pro forma Adjusted EBITDA may differ in the method of calculation from similarly titled measures used by other companies. Pro forma Adjusted EBITDA should be considered in addition to, but not as a substitute for or superior to income from continuing operations or other measures of financial performance prepared in accordance with GAAP. In particular, Pro Forma Adjusted EBITDA should not be viewed as a reliable predictor of our ability to generate cash to service our debt because certain of the items added to pro forma net income to determine Pro Forma Adjusted EBITDA involve outlays of cash and, in some cases, we expect these cash outlays to continue. As a result, actual cash available to service our debt will be different from Pro Forma Adjusted EBITDA.

(In millions)	(a) Pro Forma Orbital ATK Year Ended March 31, 2015(1)		(b) Orbital ATK Quarter Ended July 5, 2015(2)		(c) Orbital ATK Quarter Ended June 29, 2014(3)		(d) Orbital Quarter Ended June 30, 2014(4)			(a)+(b)–(c)–(d) Pro Forma Last Twelve Months Ended July 5, 2015
	(Unaudited)
Income before interest, income taxes, and noncontrolling interest	$	335.5	$	125.8	$	71.8	$	27.2	(5)	$	362.3
Depreciation		114.8		32.0		17.6		10.5			118.7
Amortization		9.8		13.0		0.8		0.2			21.8
	$	460.1	$	170.8	$	90.2	$	37.9		$	502.8
Adjustments:
Transaction expenses(6)											45.8
Severance and accelerated vesting(7)											25.2
Goodwill impairment(8)											34.3
Legal settlement(9)											25.0
Change in intercompany eliminations, restructuring and other transaction impacts(10)											40.6
Pro forma Adjusted EBITDA										$	673.7

(1)

Pro forma results for the year ended March 31, 2015 are presented as if the Merger had been completed on April 1, 2014 and were calculated by combining the results from continuing operations of the Company for the year ended March 31, 2015 with the stand-alone results of Orbital for the pre-Merger periods, as detailed in the table below. The information presented in the table below should be read in conjunction with the following historical consolidated financial statements and accompanying notes of the Company and Orbital for the applicable periods:

•

separate historical audited financial statements of the Company as of and for the fiscal year ended March 31, 2015 and the related notes included in the Company's Annual Report on Form 10-K for such period filed with the SEC on June 1, 2015;

•

separate historical audited financial statements of Orbital as of and for the year ended December 31, 2014 included in the Company's Current Report on Form 8-K filed with the SEC on June 2, 2015; and

•

separate historical unaudited financial statements of Orbital as of and for the three months ended June 30, 2014 included in Orbital's Quarterly Report on Form 10-Q filed with the SEC on April 25, 2014.

	(a) Orbital ATK Year Ended March 31, 2015		(b) Orbital Year Ended December 31, 2014		(c) Orbital Three Months Ended March 31, 2014			(a)+(b)–(c) Pro Forma Consolidated
Income from continuing operations before interest, income taxes, and noncontrolling interest	$	231.9	$	—	$	—		$	231.9
Income from operations		—		65.8		23.0			42.8
Interest income and other		—		60.7		(0.1	)		60.8
Income before interest, income taxes, and noncontrolling interest	$	231.9	$	126.5	$	22.9		$	335.5
Depreciation		75.8		49.3		10.3			114.8
Amortization		9.3		0.7		0.2			9.8

(2)

The information presented consists of the results of continuing operations of the Company for the quarter ended July 5, 2015. This information should be read in conjunction with the separate historical unaudited financial statements of the Company as of and for the quarter ended July 5, 2015 included in the Company's Quarterly Report on Form 10-Q for such period filed with the SEC on August 11, 2015.

(3)

The information presented consists of the results of continuing operations of the Company for the quarter ended June 29, 2014. This information should be read in conjunction with the separate historical unaudited financial statements of the Company for the quarter ended June 29, 2014 included in the Company's Quarterly Report on Form 10-Q for the quarter ended July 5, 2015 filed with the SEC on August 11, 2015.

(4)

The information presented consists of the results of operations of Orbital for the quarter ended June 30, 2014. This information should be read in conjunction with the separate historical unaudited financial statements of Orbital for the quarter ended June 30, 2014 included in Orbital's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the SEC on July 25, 2014.

(5)

Consists of income from operations of $15.3 million and interest income and other, net of $11.9 million.

(6)

Represents one-time transaction expenses incurred in connection with the Merger and the Distribution, consisting of $34.9 million of transaction expenses for the Company for the year ended March 31, 2015, less $5.6 million of transaction expenses for the Company for the three months ended June 29, 2014, plus $16.5 million of transaction expenses for Orbital for the twelve months ended July 5, 2015.

(7)

Represents one-time severance and stock accelerated vesting costs incurred in connection with the Merger and the Distribution.

(8)

Represents goodwill impairment for the year ended March 31, 2015 as reported in Note 7 to the Company's audited consolidated financial statements for the year ended March 31, 2015 contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

(9)

Represents one-time legal settlement expenses related to a former lawsuit with Raytheon Company as reported in Note 13 to the Company's audited consolidated financial statements for the year ended March 31, 2015 contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

(10)

Represents: (i) $12.2 million of profit on sales to Vista Outdoor, (ii) $25.2 million of primarily general and administrative costs attributable to Vista Outdoor and costs related to the Company's previously announced change in its fiscal year and (iii) $5.4 million of facility rationalization costs related to the Merger and Distribution, less (iv) $2.2 million attributable to Orbital's results for the period from January 1, 2015 to February 8, 2015.

Recent Developments

New Credit Facility

        We have launched a syndication to replace our existing senior secured credit facilities (collectively, the "Existing Credit Facility") with new senior secured credit facilities (collectively, the "New Credit Facility") in an aggregate principal amount of $1,800.0 million, which will consist of (1) a new term loan A facility in an aggregate amount of $800.0 million and (2) a new revolving credit facility in an aggregate principal amount of $1,000.0 million (the "New Revolving Facility"), which will include a $400.0 million sublimit for the issuance of letters of credit and a $75.0 million sublimit for swingline loans. The New Credit Facility, which provides for improved terms, conditions and covenants as compared to the Existing Credit Facility, including a reduction in pricing and the release of real property collateral, will refinance the Existing Credit Facility and, in the case of the New Revolving Facility, provide funds for working capital, capital expenditures, permitted acquisitions and other general corporate purposes. We refer to this transaction as the "Refinancing." We expect to enter into the New Credit Facility concurrently with the closing of this offering, but this offering is not contingent upon the Refinancing and there can be no assurance that we complete the Refinancing on the terms specified in this offering memorandum or at all.

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Exhibit 99.1

Reconciliation of Pro Forma Adjusted EBITDA
Recent Developments

EX-99.2

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Exhibit 99.2

News Release

ORBITAL ATK ANNOUNCES OFFERING OF $400 MILLION OF
SENIOR NOTES AND NEW CREDIT FACILITY

Dulles, Virginia 21 September 2015 – Orbital ATK, Inc. (NYSE: OA) today announced an offering of $400 million aggregate principal amount of senior notes due 2023 (the "notes") in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The notes will be general senior unsecured obligations of Orbital ATK and will be jointly and severally guaranteed on a general senior unsecured basis by certain of its existing and future subsidiaries.

Concurrently with the offering, Orbital ATK is seeking to enter into new senior secured credit facilities (collectively, the "new credit facility"), consisting of an $800.0 million term loan facility and a $1,000.0 million revolving credit facility. Orbital ATK expects to enter into the new credit facility concurrently with the closing of the offering, but the offering is not contingent upon the new credit facility. Orbital ATK intends to use the net proceeds from the offering, together with borrowings under the new credit facility, to repay all of the borrowings under its existing senior secured credit facilities and to pay related fees and expenses. Orbital ATK intends to use the balance of the net proceeds, if any, for general corporate purposes.

Together, these transactions are expected to result in extended debt maturities, increased proportion of fixed-rate debt, reduced credit facility borrowing rates and increased credit facility commitment.

The notes and related subsidiary guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

The notes and the related subsidiary guarantees will not be registered under the Securities Act or the securities laws of any jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements.

—more—

Orbital ATK        l        45101 Warp Drive, Dulles, VA 20166        l        703-406-5000

Orbital ATK Announces Offering of $400 Million of Senior Notes and New Credit Facility—Page 2

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Orbital ATK

Orbital ATK is a global leader in aerospace and defense technologies. The company designs, builds and delivers space, defense and aviation systems for customers around the world, both as a prime contractor and merchant supplier. Its main products include launch vehicles and related propulsion systems; missile products, subsystems and defense electronics; precision weapons, armament systems and ammunition; satellites and associated space components and services; and advanced aerospace structures. Headquartered in Dulles, Virginia, Orbital ATK employs more than 12,000 people in 18 states across the U.S. and in several international locations. For more information, visit www.orbitalatk.com.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

        Certain information discussed in this press release constitutes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including but not limited to, our refinancing plans, the proposed terms of the notes and the new credit facility and the expected use of proceeds therefrom. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. For further information on factors that could impact Orbital ATK, and statements contained herein, please refer to the company's most recent Annual Report on Form 10-K and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed with the U.S. Securities and Exchange Commission. Orbital ATK undertakes no obligation to update any forward-looking statements.

# # #

Media and Investor Contact:
Barron Beneski (703) 406-5528
Public and Investor Relations
Orbital ATK
beneski.barron@orbitalatk.com

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Exhibit 99.2

ORBITAL ATK ANNOUNCES OFFERING OF $400 MILLION OF SENIOR NOTES AND NEW CREDIT FACILITY