Leidos Finalizes Joint Venture with Altaris Combining SES/IA Business and Analogic

Executive Summary

On October 5, 2026, Leidos Holdings, Inc. (NYSE: LDOS) filed a Current Report on Form 8-K to report the closing of its joint venture (JV) transaction with affiliates of private equity firm Altaris, LLC. The transaction combines Leidos's Security Enterprise Solutions and Industrial Automation (SES/IA) businesses with Analogic Corporation under a newly formed entity, Nickel JV Ultimate Parent, LLC.

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Transaction Structure & Terms

1. Pre-Closing Restructuring & Contribution:

   • Leidos, Inc. completed a restructuring of the SES/IA business assets and contributed them to the JV.
   • In exchange, Leidos received 41.5% of the equity securities of Nickel JV Ultimate Parent, LLC.

2. Altaris / Analogic Contribution & Cash Out:

   • Altaris affiliates contributed a portion of their equity interests in ANLG Holding Company, Inc. (parent of Analogic) in exchange for 58.5% of the JV's equity.
   • The remaining portion was purchased by the JV for cash raised via third-party debt financing.

3. Governance & Shareholder Rights:

   • Board Representation: Altaris has the right to designate a majority of the JV board and holds majority voting power. Leidos designates a minority slate.
   • Protective Provisions: Leidos retains customary minority investor protective approval rights over material operational and capital actions.
   • Capital Commitments & Distributions: Neither party is obligated to make subsequent capital contributions. Available cash must be distributed at least annually as determined by the board.
   • Transfer & Exit Provisions: Includes drag-along rights for Altaris, tag-along rights for Leidos, and liquidity demand exit rights exercisable by Leidos after the seven-year anniversary of closing.

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Strategic Implications

• Portfolio Optimization: This transaction allows Leidos to deconsolidate and carve out its commercial SES/IA businesses into a scaled standalone platform alongside Analogic, enabling Leidos to sharpen its operational focus on core government IT, defense, and intelligence mission solutions.
• Future Value Realization: Retaining a 41.5% equity interest enables Leidos to participate in post-merger synergies, growth, and potential upside from future monetization events (e.g., an IPO or eventual sale) while freeing up internal capital allocation.