SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
CSRA Inc.
(Name of Subject Company (Issuer))
Red Hawk Enterprises Corp.
a wholly-owned subsidiary of
General Dynamics Corporation
(Name of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
12650T104
(CUSIP Number of Class of Securities)
Gregory S. Gallopoulos, Esq.
Senior Vice President, General Counsel and Secretary
General Dynamics Corporation
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia 22042-4513
(703) 876-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies of all communications, including communications sent to agent for service, should be sent to:
Joseph P. Gromacki, Esq.
Jenner & Block LLP
353 N. Clark Street
Chicago, Illinois 60654-3456
(312) 222-9350
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| $6,928,074,643.15 | $862,545.29 | |
|
| ||
| (1) | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 165,124,117 issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of CSRA Inc., a Nevada corporation (the “Company”), multiplied by the offer price of $41.25 per Share; (ii) 2,355,365 Shares issuable pursuant to options to acquire Shares from the Company and stock appreciation rights to receive cash or Shares of the Company (“Company Stock Options”) with an exercise price less than the offer price of $41.25 per Share, multiplied by $17.81, which is the offer price of $41.25 per Share minus the weighted average exercise price for the Company Stock Options of $23.44 per Share; (iii) 691,531 Shares issuable pursuant to the Company’s restricted share unit awards granted pursuant to the CSRA Inc. 2015 Omnibus Incentive Plan whose vesting is conditioned in full or in part based on achievement of performance goals or metrics (the “Company PSUs”) multiplied by the offer price of $41.25 per Share; (iv) 1,014,530 Shares issuable pursuant to Company’s other restricted share unit awards granted pursuant to the CSRA Inc. 2015 Omnibus Incentive Plan (the “Company RSUs”) multiplied by the offer price of $41.25 per Share; and (v) 106,200 Shares issuable pursuant to the restricted stock unit awards granted pursuant to the CSRA, Inc. 2015 Non-Employee Director Incentive Plan (the “Director RSUs”) multiplied by the offer price of $41.25 per Share. The foregoing share figures have been provided by the Company to the Purchaser and are as of March 1, 2018, the most recent practicable date. |
| (2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245. With respect to fees paid prior to March 20, 2018, the date of filing of Amendment No. 4 to the Schedule TO, the filing fee was calculated by multiplying the previously disclosed transaction value by 0.0001245. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: |
$852,006.88 |
Filing Party: Red Hawk Enterprises Corp. and General Dynamics Corporation | ||
| Form or Registration No.: |
Schedule TO |
Date Filed: March 5, 2018 | ||
| Amount Previously Paid: |
$10,538.41 |
Filing Party: Red Hawk Enterprises Corp. and General Dynamics Corporation | ||
| Form or Registration No.: |
Schedule TO-T/A |
Date Filed: March 20, 2018 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 6 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), initially filed with the Securities and Exchange Commission on March 5, 2018 by (i) Red Hawk Enterprises Corp., a Nevada corporation (“Purchaser”) and a wholly owned subsidiary of General Dynamics Corporation, a Delaware corporation (“Parent”), and (ii) Parent, to purchase all of the shares of common stock, par value $0.001 per share (“Shares”), of CSRA Inc., a Nevada corporation (“CSRA” or the “Company”), that are issued and outstanding, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 5, 2018 (as it may be amended or supplemented from time to time, including by the Amendment and Supplement to the Offer to Purchase dated as of March 20, 2018, the “Offer to Purchase”), and the related letter of transmittal and letter of instruction to the Company’s 401(k) Plan participants (as each of them may be amended or supplemented from time to time, the “Letter of Transmittal” and the “Letter of Instruction,” respectively, and, together with the Offer to Purchase, the “Offer”), copies of which are referenced in this Amendment as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
This Amendment is being filed to amend and supplement the Offer to Purchase, including Items 1-11 and Item 12 as reflected below.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. |
Description | |
| (a)(1)(R) | Frequently Asked Questions for GDIT Managers, first distributed on March 28, 2018 | |
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 28, 2018
| GENERAL DYNAMICS CORPORATION | ||
| By: | /s/ Gregory S. Gallopoulos | |
| Name: | Gregory S. Gallopoulos | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| RED HAWK ENTERPRISES CORP. | ||
| By: | /s/ Gregory S. Gallopoulos | |
| Name: | Gregory S. Gallopoulos | |
| Title: | Vice President and Secretary | |
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| (a)(1)(A) | Offer to Purchase* | |
| (a)(1)(B) | Form of Letter of Transmittal, together with Form W-9* | |
| (a)(1)(C) | Form of Letter of Instruction* | |
| (a)(1)(D) | Form of Notice of Guaranteed Delivery* | |
| (a)(1)(E) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(F) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(G) | Form of Summary Advertisement as published in The New York Times on March 5, 2018* | |
| (a)(1)(H) | Joint press release, dated February 12, 2018, issued by the Company and Parent, relating to the proposed acquisition of the Company by a subsidiary of Parent (incorporated herein by reference from Exhibit 99.1 to Parent’s first Current Report on Form 8-K, filed with the Commission on February 12, 2018)* | |
| (a)(1)(I) | Investor presentation, dated February 12, 2018 (incorporated herein by reference from Exhibit 99.1 to Parent’s second Current Report on Form 8-K, filed with the Commission on February 12, 2018)* | |
| (a)(1)(J) | Transcript of conference call with investors on February 12, 2018 (incorporated herein by reference from Exhibit (a)(5)(A) to the Tender Offer Statement on Schedule TO, filed by Parent with the Commission on February 13, 2018)* | |
| (a)(1)(K) | Communication to employees of General Dynamics Information Technology dated February 12, 2018 (incorporated herein by reference from Exhibit (a)(5)(B) to the Tender Offer Statement on Schedule TO, filed by Parent with the Commission on February 13, 2018)* | |
| (a)(1)(L) | Transcript of webcast on February 21, 2018 (incorporated herein by reference from Exhibit (a)(5)(A) to the Tender Offer Statement on Schedule TO, filed by Parent with the Commission on February 21, 2018)* | |
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| (a)(1)(M) | Press release, dated March 18, 2018, issued by Parent, relating to Parent proceeding with the proposed acquisition of the Company* | |
| (a)(1)(N) | Amendment and Supplement to the Offer to Purchase, dated March 20, 2018* | |
| (a)(1)(O) | Joint press release, dated March 20, 2018, issued by Parent and the Company, announcing an increase in the offer price* | |
| (a)(1)(P) | Current Report on Form 8-K, filed by the Parent with the Commission on March 20, 2018, describing Amendment No. 1 and the 364-Day Credit Agreement (incorporated herein by reference to Parent’s Current Report on Form 8-K filed with the Commission on March 20, 2018)* | |
| (a)(1)(Q) | Current Report on Form 8-K, filed by Parent with the Commission on March 26, 2018, describing the Resignation and Appointment Agreement with respect to the 364-Day Credit Agreement (incorporated herein by reference to Parent’s Current Report on Form 8-K filed with the Commission on March 26, 2018)* | |
| (a)(1)(R) | Frequently Asked Questions for GDIT Managers, first distributed on March 28, 2018 | |
| (a)(2) | The Solicitation/Recommendation Statement on Schedule 14D-9 of the Company filed with the Commission on March 5, 2018 (incorporated herein by reference)* | |
| (a)(3) | Not applicable | |
| (a)(4) | Not applicable | |
| (a)(5)(A) | Joint press release, dated March 20, 2018, issued by Parent and the Company, announcing an increase in the offer price* | |
| (a)(5)(B) | Current Report on Form 8-K, filed by Parent with the Commission on March 20, 2018, describing Amendment No. 1 and the 364-Day Credit Agreement (incorporated herein by reference to Parent’s Current Report on Form 8-K filed with the Commission on March 20, 2018)* | |
| (b)(1) | 364-Day Incremental Credit Facility Commitment Letter, dated March 1, 2018, by and among Parent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Wells Fargo Bank, National Association (incorporated herein by reference from Exhibit 10.1 to Parent’s Current Report on Form 8-K, filed with the Commission on March 5, 2018)* | |
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| (b)(2) | Five-Year Multicurrency Credit Facility Commitment Letter, dated March 1, 2018, by and among Parent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Wells Fargo Bank, National Association* | |
| (b)(3) | 364-Day Credit Agreement, dated March 16, 2018, by and among Parent, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein (incorporated herein by reference from Exhibit 10.1 to Parent’s Current Report on Form 8-K, filed with the Commission on March 20, 2018)* | |
| (b)(4) | Five-Year Credit Agreement, dated March 16, 2018, by and among Parent, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein* | |
| (b)(5) | Amendment and Restatement Agreement, dated March 16, 2018, by and among Parent, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein* | |
| (b)(6) | Resignation and Appointment Agreement, dated March 23, 2018, by an among JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Bank, National Association, as successor administrative agent, and certain guarantors and lenders named therein, with respect to the 364-Day Credit Agreement (incorporated herein by reference from Exhibit 10.1 to Parent’s Current Report on Form 8-K, filed with the Commission on March 26, 2018)* | |
| (b)(7) | Resignation and Appointment Agreement, dated March 23, 2018, by an among JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Bank, National Association, as successor administrative agent, and certain guarantors and lenders named therein, with respect to the Five-Year Credit Agreement* | |
| (b)(8) | Resignation and Appointment Agreement, dated March 23, 2018, by an among JPMorgan Chase Bank, N.A., as resigning administrative agent, Wells Fargo Bank, National Association, as successor administrative agent, and certain guarantors and lenders named therein, with respect to the Amendment and Restatement Agreement* | |
| (d)(1) | Agreement and Plan of Merger, dated February 9, 2018, by and among Parent, Purchaser and the Company, incorporated herein by reference from Exhibit 2.1 to Parent’s first Current Report on Form 8-K, filed with the Commission on February 12, 2018* | |
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| (d)(2) | Letter Agreement, dated December 13, 2017, between the Company and Parent* | |
| (d)(3) | Amendment No. 1 to Agreement and Plan of Merger, dated March 20, 2018, by and among Parent, Purchaser and the Company (incorporated herein by reference from Exhibit 2.1 to Parent’s Current Report on Form 8-K filed with the Commission on March 20, 2018)* | |
| (g) | Not applicable | |
| (h) | Not applicable | |
| * | Previously filed. |
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Exhibit (a)(1)(R)
Frequently Asked Questions for GDIT Managers
The following questions and answers have been prepared to help GDIT managers understand more about the merger with CSRA and what it means for the company, our people, our customers and our business partners.
The Transaction and General Dynamics / GDIT
| Q. | Why did we take this action to merge with CSRA? |
| A. | The government IT services market is in the process of consolidating. Today, our customers are increasing the overall number of large contracts, placing a premium on the requirement for increased scale and mass. The acquisition of CSRA represents a significant strategic step in expanding the capabilities and customer base of GDIT. |
CSRA is an excellent fit within GDIT. They are an outstanding provider of innovative, next-generation IT solutions with industry-leading margins. We share many of the same customers, offer similar solution sets and have complementary portfolios. This combination brings together two industry leaders, and together, we will have greater scale to go after the largest new programs.
The combination of GDIT and CSRA will result in a $9.9 billion company with 45,000 employees. It will also position GDIT as the premier provider of high-tech IT solutions to the Government Technology Services market.
| Q. | How compatible is CSRA’s culture with our own? |
| A. | Much like GDIT, CSRA is an organization with a strong reputation for serving customer mission requirements and earning trust through consistently delivering on their promises. We both share similar core values, including a culture deeply rooted in highly ethical behavior and operational excellence. Both companies also share a commitment to creating a positive impact in our local communities as reflected in our common support for military communities, philanthropy and volunteerism. |
| Q. | What is the timing for the transaction? |
| A. | As part of the transaction, General Dynamics has commenced a cash tender offer to purchase all of the outstanding shares of CSRA common stock for $41.25 per share in cash. The tender offer is subject to customary conditions, including the tender of a majority of the outstanding shares of CSRA common stock. General Dynamics has secured all necessary regulatory approvals to complete the acquisition in early April, assuming the successful completion of the tender offer that is scheduled to expire on April 2. We are now in the midst of planning for the integration of GDIT and CSRA. |
| Q. | What impact will this transaction have on my employees and me? |
| A. | We expect minimal operational impact to employees working on contracts supporting our customers before, during and after the transaction closes. Detailed discussions still need to occur to determine the potential impacts on indirect staff positions but we feel our larger company will provide employees with greater opportunities to grow their careers as we add to our technological capabilities and program portfolio. |
During this interim period, we are still required to operate as separate companies and it is imperative that our employees remain focused on continuing to serve our customers.
How does this affect GDIT’s operations?
| Q. | Will we remain named General Dynamics Information Technology (GDIT)? |
| A. | Yes. Our name will not change. |
| Q: | Will the CSRA name change because of the acquisition? |
| A: | After the closing of the acquisition, the CSRA business will be part of the GDIT Business Unit, and CSRA will refer to itself as General Dynamics Information Technology or General Dynamics IT. |
| Q. | How will CSRA identify itself in legal or contractual documents and correspondence after the acquisition? |
| A: | Similar to GDIT, CSRA consists of several legal entities. Those legal entities will exist post-closing and will not be immediately changed. Therefore, when the legal name of an entity is required to be used on a legal or contractual document, the proper full legal name should be used (for example on an NDA, teaming agreement, contract, license, etc.). CSRA will present itself to the market and to our customers as GDIT. Contact your supervisor or contracts management for clarification as needed. |
| Q. | Will our organizational alignment and reporting structure change? |
| A. | At this juncture, details on organizational alignment and reporting structure are still being determined. When the acquisition is final you will hear more about the important roles everyone has to play to ensure our companies come together seamlessly. |
Please remember that no one is authorized to speak on behalf of the company to any member of the news media, except for a small number of pre-authorized employees. If you receive any media or industry analyst inquiries, please do not respond and forward to Vice President of Communications, Mark Meudt, mark.meudt@gdit.com.
Notice to Investors
This Frequently Asked Questions document is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of common stock of CSRA Inc. (“CSRA”). On March 5, 2018, Red Hawk Enterprises Corp., a wholly owned subsidiary of General Dynamics Corporation (“Merger Sub”), commenced a tender offer to purchase all of the shares of common stock, par value $0.001 per share, of CSRA that are issued and outstanding. On March 20, 2018, the tender office price was increased to a price per share of $41.25, in cash, without interest and less any applicable withholding of taxes. The tender offer expires at 11:59 p.m., New York City time, on Monday, April 2, 2018, unless extended. If the tender offer is extended, we will inform the depositary of that fact and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the business day after the day on which the tender offer was scheduled to expire. On March 5, 2018, Merger Sub filed a tender offer statement and related exhibits with the U.S. Securities and Exchange Commission (the “SEC”) and on the same date CSRA filed a solicitation/recommendation statement with respect to the tender offer. Investors and shareholders of CSRA are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they have been amended and may be amended from time to time, because they contain important information that shareholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement are available at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC are available to all shareholders of CSRA free of charge at www.generaldynamics.com. The solicitation/recommendation statement and the other documents filed by CSRA with the SEC are available to all shareholders of CSRA free of charge at www.CSRA.com.
Forward-Looking Statements
Certain statements made in this Frequently Asked Questions document, including any statements regarding the completion of the acquisition of CSRA and the integration of CSRA if the acquisition is completed, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are based on management’s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the filings that General Dynamics files with the SEC, including, without limitation, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the date they were made. General Dynamics does not undertake any obligation to update or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this message.