||Providence Equity Contacts:
Sheila S. Blackwell
||Andrew Cole/Jonathan Doorley
Communications & Public Affairs
||Sard Verbinnen & Co
Providence Equity Partners Completes Acquisition of SRA International
||SRA shareholders to receive $31.25 per share in cash
||Transaction valued at $1.88 billion
||SRA becomes a privately held company
FAIRFAX, Va. and PROVIDENCE, R.I., July 20, 2011 SRA International, Inc. (NYSE: SRX), a
leading provider of technology and strategic consulting services and solutions to government
organizations, today announced the completion of its acquisition by an affiliate of Providence
Equity Partners in an all-cash transaction.
As previously announced, the transaction was approved by SRA shareholders at a special meeting of
shareholders held July 15, 2011. Pursuant to terms of the merger agreement, SRA shareholders will
receive $31.25 per share in cash. With the consummation of the transaction, SRA common stock will
be delisted from the New York Stock Exchange.
Dr. Ernst Volgenau, SRA Founder and Chairman, said, We believe that Providence Equity will be an
excellent partner. Their values and culture are consistent with our longstanding ethic of honesty
and service. SRA has a bright future.
Julie Richardson, a Managing Director at Providence, said, We look forward to partnering with
Ernst and the entire SRA team to help SRA achieve its tremendous potential as a leading innovator
in the national security, civil government, health and intelligence sectors.
SRA will remain headquartered in Fairfax, Va., and maintain its offices around the world. SRA
Founder and Chairman Dr. Ernst Volgenau will continue to serve as Chairman of the SRA Board.
Holders of certificated shares of SRA common stock will receive a letter of transmittal and
instructions on how to surrender their shares of SRA common stock in exchange for the merger
consideration and should wait to receive the letter of transmittal and instructions before
surrendering their shares. Shareholders of uncertificated shares of SRA common stock (i.e.,
holders whose shares are held in book entry form) will automatically receive their cash
consideration as soon as possible after the effective closing date of the merger without any
further action required on the part of such holders.
Houlihan Lokey acted as financial advisor and Kirkland & Ellis LLP acted as legal advisor to the
Special Committee of SRAs Board of Directors in connection with the transaction. The Avascent
Group acted as strategic diligence advisor, Citigroup Global Markets Inc., BofA Merrill Lynch and
Goldman Sachs acted as financial advisors and Debevoise & Plimpton LLP served as legal counsel to
Providence in connection with the transaction.
About SRA International, Inc.
SRA is dedicated to solving complex problems of global significance for government organizations
serving the national security, civil government, health, and intelligence and space markets.
Founded in 1978, the company and its subsidiaries have expertise in such areas as cyber security;
disaster response planning; enterprise resource planning; environmental strategies; energy systems
and sustainability; IT systems, infrastructure and managed services; learning technologies;
logistics; public health preparedness; public safety; strategic management consulting; and systems
SRA employs approximately 7,000 employees serving clients from its headquarters in Fairfax, Va.,
and offices around the world. For additional information on SRA, please visit www.sra.com.
About Providence Equity Partners
Providence Equity Partners is the leading global private equity firm specializing in equity
investments in media, communications, information services and education companies around the
world. The principals of Providence manage funds with over $23 billion in equity commitments and
have invested in more than 100 companies operating in over 20 countries since the firms inception
in 1989. Significant existing and prior investments include Altegrity, Archipelago Learning,
Bresnan Broadband Holdings, Casema, Com Hem, Digiturk, Education Management Corporation, eircom,
Hulu, ikaSystems Corporation, Idea Cellular, Kabel Deutschland, NexTag, PanAmSat, ProSiebenSat.1,
TDC, Univision, VoiceStream Wireless, Warner Music Group, and Yankees Entertainment and Sports
Network. Providence is headquartered in Providence, RI (USA) and has offices in New York, London,
Los Angeles, Hong Kong and New Delhi. Visit www.provequity.com for more information.
Any statements in this report about future expectations, plans, and prospects for SRA
International, Inc. (the Company), including statements containing the words estimates,
believes, anticipates, plans, expects, will, and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities Litigation Reform Act of
1995. Factors or risks that could cause the Companys actual results to differ materially from the
results the Company anticipates include, but are not limited to: (i) reduced spending levels and
changing budget priorities of the Companys largest customer, the United States federal government,
which accounts for more than 90% of the Companys revenue; (ii) failure to comply with complex laws
and regulations, including but not limited to the False Claims Act, the Federal Acquisition
Regulations, the Truth in Negotiations Act, the U.S. Government Cost Accounting Standards and the
Foreign Corrupt Practices Act; (iii) possible delays or overturning of the Companys government
contract awards due to bid protests, loss of contract revenue or diminished opportunities based on
the existence of organizational conflicts of interest or failure to perform by other companies on
which the Company depends to deliver products and services; (iv) security threats, attacks or other
disruptions on the Companys information infrastructure, and failure to comply with complex network
security and data privacy legal and contractual obligations or to protect sensitive information;
(v) inability or failure to adequately protect the Companys proprietary information or
intellectual property rights or violation of third party intellectual rights; (vi) potential for
significant economic or personal liabilities resulting from failures, errors, delays or defects
associated with products, services and systems the Company supplies; (vii) adverse changes in
federal government practices; (viii) appropriation uncertainties; (ix) price reductions, reduced
profitability or loss of market share due to intense competition, including for U.S. government
contracts or recompetes, and commoditization of services the Company offers; (x) failure of the
customer to fund a contract or exercise options to extend contacts, or the Companys inability to
successfully execute awarded contracts; (xi) any adverse results of audits and investigations
conducted by the Defense Contract Audit Agency or any of the Inspectors General for various
agencies with which the Company contracts, including, without limitation, any determination that
Companys contractor management information systems or contractor internal control systems are
deficient; (xii) difficulties accurately estimating contract costs and contract performance
requirements; (xiii) challenges in attracting and retaining key personnel or high-quality
employees, particularly those with security clearances; (xiv) failure to manage acquisitions or
divestures successfully (including identifying and valuating acquisitions targets, integrating
acquired companies), losses associated with divestures or the Companys inability to effect
divestitures at attractive prices and on desired timelines; (xv) inadequate insurance coverage;
(xvi) pending litigation and any resulting sanctions, including but not limited to penalties,
compensatory damages or suspension or debarment from future government contracting and (xvii) the
effect of the announcement of the Merger on the Companys business relationships, operating results
and business generally.
Actual results may differ materially from those indicated by such forward-looking statements. In
addition, the forward-looking statements included in this report represent the Companys views as
the date of this report. The Company anticipates that subsequent events and developments will cause
the Companys views to change. However, while the Company may elect to update these forward-looking
statements at some point in the future, the Company specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon as representing the Companys views as
of any date subsequent to date of this report.
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