KEYW to Offer 7.4M Shares at $11.75 per Share

The KEYW Holding Corporation

today announced the pricing of an underwritten public offering of 7,400,000 shares of its common stock at a price to the public of $11.75 per share, before underwriting discounts and commissions. The Company also granted the underwriters a 30-day option to purchase up to an additional 1,110,000 shares of common stock. All of the shares are being offered by the Company. The offering is expected to close on or about September 28, 2012, subject to customary closing conditions. RBC Capital Markets is acting as sole book-running manager for the offering. Dominick & Dominick LLC, FBR and Noble Financial Capital Markets are acting as co-managers for the proposed offering. The Company intends to use the net proceeds of the offering to (i) to pay down a portion of outstanding indebtedness under its asset backed credit facility with Bank of America, N.A. and (ii) to pay a portion of the purchase price for its pending acquisition of Poole & Associates Inc. The Company anticipates funding the remaining portion of the cash consideration payable in connection with its pending acquisition of Poole, as well as the cash consideration payable in connection with its pending acquisition of Sensage, Inc. through credit facility borrowings. The acquisitions are subject to customary conditions, and if they are not completed, the Company will use the net proceeds of the offering for working capital, capital expenditures and other general corporate purposes, including potential future acquisitions.