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. 4)
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
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Transaction Valuation
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Amount of Filing Fee
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$6,928,074,643.15
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$862,545.29
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(1)
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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
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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 Companys 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 Companys 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.
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(2)
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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 the date of this amendment, the filing fee was calculated by multiplying the previously disclosed transaction value by 0.0001245.
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☒
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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.
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Amount Previously Paid: $852,006.88
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Filing Party: Red Hawk Enterprises Corp. and General Dynamics Corporation
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Form or Registration No.: Schedule TO
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Date Filed: March 5, 2018
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third party tender offer subject to
Rule 14d-1.
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☐
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issuer tender offer subject to
Rule 13e-4.
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☐
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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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:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 4 (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 (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 March 20, 2018 (the
Supplement
, a copy of which is attached as Exhibit (a)(1)(N) to this
Amendment), the
Offer to Purchase
), and the related letter of transmittal and letter of instruction to the Companys 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 attached to this Amendment as Exhibits (a)(1)(A),
(a)(1)(B) and (a)(1)(C), respectively.
On March 20, 2018, Parent, Purchaser and the Company entered into an amendment (
Amendment
No.
1
) to that certain Agreement and Plan of Merger entered into by and among them as of February 9, 2017 (as amended, the
Merger Agreement
). Pursuant to Amendment No. 1, the price offered by
Purchaser in the Offer was increased from $40.75 per Share to $41.25 per Share, less any applicable withholding of taxes and without interest (the
Offer Price
), payable in cash, in accordance with the terms and conditions of the
Offer. The full text of the press release issued by Parent announcing the increase in the Offer Price is attached to this Amendment as Exhibit (a)(1)(O) and is incorporated by reference herein.
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, 2, 4, 5, 6, 7 and 11 as reflected below,
and to amend and supplement Item 12 with additional exhibits.
Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO
All references to $40.75 in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter of Instruction
(Exhibit (a)(1)(C)), Notice of Guaranteed Delivery (Exhibit (a)(1)(D)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) and Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(F)) are hereby amended and replaced with $41.25.
Items 1, 2, 4, 5, 6, 7 and
11.
Summary Term Sheet; Subject Company Information; Terms of the Transaction; Past Contacts, Transactions, Negotiations and Agreements; Purposes of the Transaction and Plans or Proposals; Source and Amount of Funds or
Other Consideration; and Additional Information.
Items 1, 2, 4, 5, 6, 7 and 11 of the Schedule TO are hereby amended and supplemented as set
forth in the Supplement.
Item 12.
Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(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 Parents Current Report on Form
8-K
filed with the Commission on
March 20, 2018).
(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 Parents Current Report on Form
8-K,
filed with the Commission on
March 20, 2018).
3
(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.
(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 Parents Current Report on
Form 8-K
filed with the Commission on
March 20, 2018).
4
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 20, 2018
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GENERAL DYNAMICS CORPORATION
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By:
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/s/ Gregory S. Gallopoulos
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Name:
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Gregory S. Gallopoulos
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Title:
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Senior Vice President, General Counsel and Secretary
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RED HAWK ENTERPRISES CORP.
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By:
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/s/ Gregory S. Gallopoulos
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Name:
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Gregory S. Gallopoulos
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Title:
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Vice President and Secretary
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5
EXHIBIT INDEX
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Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase*
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(a)(1)(B)
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Form of Letter of Transmittal, together with Form
W-9*
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(a)(1)(C)
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Form of Letter of Instruction*
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(a)(1)(D)
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Form of Notice of Guaranteed Delivery*
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(a)(1)(E)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
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(a)(1)(F)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
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(a)(1)(G)
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Form of Summary Advertisement as published in
The New York Times
on March 5, 2018*
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(a)(1)(H)
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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 Parents
first Current Report on Form
8-K,
filed with the Commission on February 12, 2018)*
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(a)(1)(I)
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Investor presentation, dated February 12, 2018 (incorporated herein by reference from Exhibit 99.1 to Parents second Current Report on Form
8-K,
filed with the Commission on
February 12, 2018)*
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(a)(1)(J)
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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) *
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(a)(1)(K)
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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)*
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(a)(1)(L)
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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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6
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(a)(1)(M)
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Press release, dated March 18, 2018, issued by Parent, relating to Parent proceeding with the proposed acquisition of the Company*
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(a)(1)(N)
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Amendment and Supplement to the Offer to Purchase, dated March 20, 2018
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(a)(1)(O)
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Joint press release, dated March 20, 2018, issued by Parent and the Company, announcing an increase in the offer price
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(a)(1)(P)
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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 Parents Current Report on Form
8-K
filed with the Commission on March 20, 2018)
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(a)(2)
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The Solicitation/Recommendation Statement on Schedule
14D-9
of the Company filed with the Commission on March 5, 2018 (incorporated herein by reference)*
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(a)(3)
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Not applicable
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(a)(4)
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Not applicable
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(b)(1)
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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 Parents Current Report on Form
8-K,
filed with the Commission on March 5, 2018)*
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(b)(2)
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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*
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(b)(3)
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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 Parents Current Report on Form
8-K,
filed with the Commission on March 20, 2018)
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(b)(4)
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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
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(b)(5)
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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
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7
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(d)(1)
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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 Parents first Current Report on Form
8-K,
filed with the Commission on February 12, 2018*
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(d)(2)
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Letter Agreement, dated December 13, 2017, between the Company and Parent*
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(d)(3)
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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 Parents Current Report on
Form 8-K
filed with the Commission on March 20, 2018)
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(g)
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Not applicable
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(h)
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Not applicable
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8
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