sc13e3za
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3
TRANSACTION STATEMENT
Under Section 13(e) of the
Securities Exchange Act of 1934
Amendment No. 3
SRA INTERNATIONAL,
INC.
(Name of Issuer)
SRA INTERNATIONAL, INC.
STERLING HOLDCO INC.
STERLING PARENT INC.
STERLING MERGER INC.
PROVIDENCE EQUITY PARTNERS VI L.P.
PROVIDENCE EQUITY PARTNERS VI-A L.P.
PROVIDENCE EQUITY GP VI, L.P.
PROVIDENCE EQUITY PARTNERS VI L.L.C.
PROVIDENCE FUND HOLDCO (DOMESTIC ECI) L.P.
PROVIDENCE MANAGING MEMBER L.L.C.
ERNST VOLGENAU
SARA VOLGENAU
THE ERNST VOLGENAU REVOCABLE TRUST
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST I
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST II
THE ERNST VOLGENAU 2010 GRANTOR RETAINED ANNUITY TRUST
(Name of Persons
Filing Statement)
Class A Common Stock, par
value $0.004 per share
(Title of Class of
Securities)
78464R 10 5
(CUSIP Number of
Class of Securities)
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SRA International, Inc.
c/o Corporate
Secretary
4300 Fair Lakes Court
Fairfax, VA 22033
(703) 803-1500
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Roman Bejger, Esq.
Providence Equity Partners L.L.C.
50 Kennedy Plaza,
18th
Floor
Providence, RI 02903
(401) 751-1700
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Ernst Volgenau
c/o SRA
International, Inc.
4300 Fair Lakes Court
Fairfax, VA 22033
(703) 803-1500
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of the persons filing
statement)
With copies to:
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George P. Stamas, Esq.
Alexander D. Fine, Esq.
Kirkland & Ellis LLP
655 Fifteenth Street, N.W.
Washington, D.C. 20005
(202) 879-5000
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Margaret A. Davenport, Esq.
William D. Regner, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
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Stephen I. Glover, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036
(202) 955-8500
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This statement is filed in connection with (check the
appropriate box):
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The filing of solicitation materials on an information statement
subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
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o
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The filing of a registration statement under the Securities Act
of 1933.
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o
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A tender offer.
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o
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None of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies: o
Check the following box if the filing is a final amendment
reporting the results of the
transaction: o
CALCULATION
OF FILING FEE
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Amount of
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Transaction Valuation*
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Filing Fee**
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$1,888,885,411
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$219,299.60
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*
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For purposes of calculating the
filing fee only, the transaction value was determined based upon
the sum of (A) (1) 58,565,182 shares of common stock
(including restricted shares) that are proposed to be retired in
the merger, multiplied (2) by $31.25 per share (the
“Per Share Merger Consideration”) and
(B) $58,723,474 expected to be paid upon cancellation of
all outstanding stock options.
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**
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The filing fee, calculated in
accordance with
Rule 0-11
of the Securities Exchange Act of 1934, is calculated by
multiplying the Transaction Valuation by .00011610.
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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: $219,078.20
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: SRA International, Inc.
Date Filed: April 18, 2011
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Amount Previously Paid: $234.27
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: SRA International, Inc.
Date Filed: May 23, 2011
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TABLE OF CONTENTS
Introduction
This
Rule 13E-3
transaction statement on
Schedule 13E-3,
together with the exhibits hereto (this
“Schedule 13E-3”
or “Transaction Statement”), is being filed
with the Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the
“Exchange Act”), jointly by the following
persons (each, a “Filing Person,” and
collectively, the “Filing Persons”): SRA
International, Inc., a Delaware corporation
(“SRA,” or the “Company”), the
issuer of the Class A common stock, par value $0.004 per
share (the “Company Class A Common Stock”)
that is subject to the
Rule 13e-3
transaction; Providence Equity Partners VI L.P., a Delaware
limited partnership (“PVI”); Providence Equity
Partners VI-A L.P., a Delaware limited partnership
(“PVI-A”); Providence Equity GP VI, L.P., a
Delaware limited partnership; Providence Equity Partners VI
L.L.C., a Delaware limited liability company; Providence
Managing Member L.L.C.; Providence Fund Holdco (Domestic
ECI) L.P.; Sterling Holdco Inc., a Delaware corporation
(“Holdco”); Sterling Parent Inc., a Delaware
corporation and a wholly owned subsidiary of Holdco
(“Parent”); Sterling Merger Inc., a Delaware
corporation and a wholly owned subsidiary of Parent
(“Merger Sub” and, collectively with Holdco and
Parent, the “Sterling Entities”); Ernst
Volgenau, an individual and Chairman of the Company
(“Dr. Volgenau”); Sara Volgenau, an
individual; The Ernst Volgenau Revocable Trust; The Ernst
Volgenau 2011 Charitable Remainder Unitrust I; The Ernst
Volgenau 2011 Charitable Remainder Unitrust II; and The Ernst
Volgenau 2010 Grantor Retained Annuity Trust.
On March 31, 2011, Parent, Merger Sub and the Company
entered into an Agreement and Plan of Merger (the
“Merger Agreement”) providing for the merger of
Merger Sub with and into the Company (the
“Merger”), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. Holdco, Parent
and Merger Sub are beneficially owned by PVI and PVI-A.
Concurrently with the filing of this
Schedule 13E-3,
the Company is filing with the SEC a definitive Proxy Statement
(the “Proxy Statement”) under
Regulation 14A of the Exchange Act, relating to a special
meeting of the stockholders of the Company at which the
stockholders of the Company will consider and vote upon a
proposal to adopt the Merger Agreement. The adoption of the
Merger Agreement will require the affirmative vote of holders of
a majority of the common stock of the Company, as well as a
majority of the Company Class A Common Stock (excluding
Company Class A Common Stock beneficially owned, directly
or indirectly, by Dr. Volgenau), in each case outstanding
as of the close of business on the record date for the special
meeting. A copy of the Proxy Statement is attached hereto as
Exhibit (a)(2)(i) and a copy of the Merger Agreement is attached
as Annex A to the Proxy Statement.
Under the terms of the Merger Agreement, at the effective time
of the Merger, each outstanding share of Company Class A
Common Stock will be converted automatically into the right to
receive $31.25 in cash (the “Per Share Merger
Consideration”), without interest and less any
applicable withholding taxes, excluding shares beneficially
owned by (i) Parent, Merger Sub or any other direct or
indirect wholly owned subsidiary of Parent, including shares
held by The Ernst Volgenau Revocable Trust, which is a trust
that is controlled by Dr. Volgenau, the Company’s
chairman of the Board, founder and controlling stockholder (the
“Volgenau Rollover Trust”) to be contributed to
Holdco, pursuant to an equity rollover agreement between Holdco
and the Volgenau Rollover Trust (the “Rollover
Agreement”) immediately prior to the effective time of
the Merger, (ii) the Company or any direct or indirect
wholly owned subsidiary of the Company or
(iii) stockholders who have not voted in favor of the
proposal to adopt the merger agreement and who have properly
exercised, perfected and not withdrawn a demand for, or lost the
right to, appraisal rights under Delaware law. The Merger
remains subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, including obtaining approval
of the requisite stockholders of the Company.
Dr. Volgenau, directly or indirectly through certain
related trusts or estate planning vehicles, beneficially owns
approximately 20% of the total number of outstanding shares of
the Company’s common stock, such shares representing
approximately 71% of the aggregate voting rights of the
Company’s common stock, and has agreed with Holdco to
contribute to Holdco a portion of the shares of SRA common stock
owned by him and held by the Volgenau Rollover Trust in exchange
for equity interests of Holdco and a promissory note issued by
Holdco immediately prior to the completion of the Merger.
The cross-references below are being supplied pursuant to
General Instruction G to
Schedule 13E-3
and show the location in the Proxy Statement of the information
required to be included in response to the items of
Schedule 13E-3.
Pursuant to General Instruction F to
Schedule 13E-3,
the information contained in the Proxy Statement, including all
annexes thereto, is incorporated in its entirety herein by this
reference, and the responses to each item in this
Schedule 13E-3
are qualified in their entirety by the information contained in
the Proxy Statement and the annexes thereto. Capitalized terms
used but not defined in this
Schedule 13E-3
shall have the meanings given to them in the Proxy Statement.
All information contained in this
Schedule 13E-3
concerning each Filing Person has been supplied by such Filing
Person. All information contained in this
Schedule 13E-3
concerning each Filing Person has been supplied by such Filing
Person. No Filing Person, including the Company, has
independently verified, or makes any representation or warranty
as to, any information supplied by any other Filing Person.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
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Item 2.
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Subject
Company Information.
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(a) Name and Address. The
information contained in the section of the Proxy Statement
under the following caption is incorporated herein by reference:
“SPECIAL FACTORS — The Parties”
(b) Securities. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“THE SPECIAL MEETING — Record Date; Stockholders
Entitled to Vote; Quorum”
“COMMON STOCK TRANSACTION INFORMATION”
The exact title of each class of the subject equity securities
is “SRA International, Inc. Class A common stock, par
value $0.004 per share.”
(c) Trading Market and Price. The
information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“MARKET PRICE AND DIVIDEND INFORMATION”
(d) Dividends. The information set
forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“MARKET PRICE AND DIVIDEND INFORMATION”
(e) Prior Public Offerings. Not
applicable.
(f) Prior Stock Purchases. The
information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“COMMON STOCK TRANSACTION INFORMATION”
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Item 3.
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Identity
and Background of Filing Person.
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(a) Name and Address. SRA
International, Inc. is the subject company. The information set
forth in the Proxy Statement contained in the section of the
Proxy Statement under the following captions is incorporated
herein by reference:
“SPECIAL FACTORS — The Parties”
“ANNEX E — Information Regarding the
Directors and Executive Officers of SRA International, Inc., the
Buyer Filing Persons and the Volgenau Filing Persons”
(b) Business and Background of
Entities. The information set forth in the
Proxy Statement under the following caption is incorporated
herein by reference:
“SPECIAL FACTORS — The Parties”
“ANNEX E — Information Regarding the
Directors and Executive Officers of SRA International, Inc., the
Buyer Filing Persons and the Volgenau Filing Persons”
(c) Business and Background of Natural
Persons. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SPECIAL FACTORS — The Parties”
“ANNEX E — Information Relating to the
Directors and Executive Officers of SRA International, Inc. the
Buyer Filing Persons and the Volgenau Filing Persons”
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Item 4.
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Terms
of the Transaction.
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(a) Material Terms: The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for
Recommending the Adoption of the Merger Agreement; Fairness of
the Merger”
“SPECIAL FACTORS — Purposes and Reasons of the
Buyer Filing Persons for the Merger”
“SPECIAL FACTORS — Purposes and Reasons of the
Volgenau Filing Persons for the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“SPECIAL FACTORS — Certain Material United States
Federal Income Tax Consequences”
“SPECIAL FACTORS — Accounting Treatment”
“THE SPECIAL MEETING — Record Date; Stockholders
Entitled to Vote; Quorum”
“THE MERGER AGREEMENT”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
(c) Different Terms. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Financing of the
Merger — Rollover Financing”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE MERGER AGREEMENT — Treatment of Common
Stock, Options, Restricted Shares and Other Equity Awards”
(d) Appraisal Rights. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“APPRAISAL RIGHTS”
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“ANNEX D — SECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW”
(e) Provisions for Unaffiliated Security
Holders. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Provisions for Unaffiliated
Security Holders”
(f) Eligibility for Listing or
Trading. Not applicable.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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(a) Transactions. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE MERGER AGREEMENT”
“COMMON STOCK TRANSACTION INFORMATION”
(b) Significant Corporate
Events. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Purposes and Reasons of the
Volgenau Filing Persons for the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE MERGER AGREEMENT”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
(c) Negotiations or Contacts. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
(e) Agreements Involving the Subject Company’s
Securities. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Financing of the
Merger — Rollover Financing”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE MERGER AGREEMENT”
“THE SPECIAL MEETING — Vote Required —
Voting and Support Agreement”
“WHERE YOU CAN FIND MORE INFORMATION”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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(b) Use of Securities
Acquired. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Plans for the Company”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE MERGER AGREEMENT — Treatment of Common
Stock, Options, Restricted Shares and Other Equity Awards”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
(c)(1)-(8) Plans. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Plans for the Company”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“SPECIAL FACTORS — Delisting and Deregistration
of our Class A common stock”
“THE MERGER AGREEMENT — Treatment of Common
Stock, Options, Restricted Shares and Other Equity Awards”
“MARKET PRICE AND DIVIDEND INFORMATION”
“THE MERGER AGREEMENT”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
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Item 7.
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Purposes,
Alternatives, Reasons and Effects.
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(a) Purposes. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Purpose for the Merger for
SRA”’
“SPECIAL FACTORS — Purposes and Reasons of the
Buyer Filing Persons for the Merger”
“SPECIAL FACTORS — Purposes and Reasons of the
Volgenau Filing Persons for the Merger”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Plans for the Company”
“THE MERGER AGREEMENT — Treatment of Common
Stock, Options, Restricted Shares and Other Equity Awards”
(b) Alternatives. The information
set forth in the Proxy Statement under the following caption is
incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
(c) Reasons. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
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“SPECIAL FACTORS — Purpose for the Merger for
SRA”’
“SPECIAL FACTORS — Purposes and Reasons of the
Buyer Filing Persons for the Merger”
“SPECIAL FACTORS — Purposes and Reasons of the
Volgenau Filing Persons for the Merger”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Plans for the Company”
(d) Effects. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Certain Effects of the
Merger”
“SPECIAL FACTORS — Effects on the Company if
Merger Is Not Completed”
“SPECIAL FACTORS — Plans for the Company”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Estimated Fees and
Expenses”
“SPECIAL FACTORS — Certain Material United States
Federal Income Tax Consequences”
“THE MERGER AGREEMENT — Effects of the Merger;
Directors and Officers; Certificate of Incorporation;
Bylaws”
“THE MERGER AGREEMENT — Treatment of Common
Stock, Options, Restricted Shares and Other Equity Awards”
“APPRAISAL RIGHTS”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
“ANNEX D — SECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW”
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Item 8.
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Fairness
of the Transaction.
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(a), (b) Fairness; Factors Considered in Determining
Fairness. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Opinion of the Financial
Advisor to the Special Committee”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Positions of the Buyer Filing
Persons Regarding the Fairness of the Merger”
“SPECIAL FACTORS — Positions of the Volgenau
Filing Persons Regarding the Fairness of the Merger”
“SPECIAL FACTORS — Plans for the Company”
“ANNEX C — OPINION OF HOULIHAN LOKEY
CAPITAL, INC.”
(c) Approval of Security
Holders. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“THE SPECIAL MEETING — Record Date; Stockholders
Entitled to Vote; Quorum”
“THE MERGER AGREEMENT — Conditions to the
Merger”
“ANNEX A — AGREEMENT AND PLAN OF MERGER”
(d) Unaffiliated
Representative. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
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(e) Approval of Directors. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
(f) Other Offers. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
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Item 9.
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Reports,
Opinions, Appraisals and Negotiations.
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(a) -(c) Report, opinion or appraisal;
Preparer and summary of the report, opinion or appraisal;
Availability of documents. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Opinion of the Financial
Advisor to the Special Committee”
“ANNEX C — OPINION OF HOULIHAN LOKEY
CAPITAL, INC.”
“WHERE YOU CAN FIND MORE INFORMATION”
The reports, opinions or appraisals referenced in this
Item 9 will be made available for inspection and copying at
the principal executive offices of the Company during its
regular business hours and by any interested holder of SRA
common stock or any representative who has been designated in
writing.
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Item 10.
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Source
and Amounts of Funds or Other Consideration.
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(a), (b) Source of Funds;
Conditions. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Limited Guarantee”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger — Rollover Agreement”
“THE MERGER AGREEMENT — Financing Covenant;
Company Cooperation”
(c) Expenses. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Effects on the Company if
Merger is not Completed”
“SPECIAL FACTORS — Estimated Fees and
Expenses”
“THE MERGER AGREEMENT — Termination”
“THE MERGER AGREEMENT — Termination Fees and
Reimbursement of Expenses”
(d) Borrowed Funds. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
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“SPECIAL FACTORS — Financing of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger — Rollover Agreement”
“THE MERGER AGREEMENT — Termination”
“THE MERGER AGREEMENT — Termination Fees and
Reimbursement of Expenses”
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Item 11.
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Interest
in Securities of the Subject Company.
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(a) Securities Ownership. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS”
(b) Securities Transactions. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS”
“COMMON STOCK TRANSACTION INFORMATION”
|
|
|
Item 12.
|
The
Solicitation or Recommendation.
|
(d) Intent to Tender or Vote in a Going-Private
Transaction. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE SPECIAL MEETING — Vote Required”
“THE SPECIAL MEETING — Stock Ownership and
Interests of Certain Persons”
(e) Recommendation of Others. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
|
|
|
Item 13.
|
Financial
Statements.
|
(a) Financial Information. The
information set forth in the Proxy Statement under the following
caption is incorporated herein by reference:
“SUMMARY TERM SHEET”
“SELECTED FINANCIAL INFORMATION”
“WHERE YOU CAN FIND MORE INFORMATION”
The materials filed as Exhibit (c)(2) of this
Schedule 13e-3
include projected financial information. The SRA does not, as a
matter of course, publicly disclose projections as to its future
financial performance. The projections were not prepared with a
view to public disclosure and are included in this
Schedule 13e-3
only because such information was made available, in whole or in
part, to bidders and their financing sources in connection with
their due diligence review of SRA. The projected financial
information also was provided to the special committee’s
financial advisor. The projections were not prepared with a view
to compliance with published guidelines of the SEC regarding
projections or guidelines established by the American Institute
of Certified Public Accountants for preparation and presentation
of prospective financial information. Furthermore,
Deloitte & Touche LLP has not examined, compiled or
otherwise applied procedures to the projections
8
included in the presentation filed as Exhibit (c)(2) to this
Schedule 13e-3
and, accordingly, assumes no responsibility for, and expresses
no opinion on, them.
(b) Pro Forma Information. Not
applicable.
|
|
|
Item 14.
|
Persons/Assets,
Retained, Employed, Compensated Or Used.
|
(a) Solicitations or
Recommendations. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Estimated Fees and
Expenses”
“THE SPECIAL MEETING — Solicitation of
Proxies”
(b) Employees and corporate
assets. The information set forth in the
Proxy Statement under the following captions is incorporated
herein by reference:
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE
MERGER”
“SPECIAL FACTORS — Background of the Merger”
“SPECIAL FACTORS — Recommendation of Our Board of
Directors and Special Committee; Reasons for Recommending the
Adoption of the Merger Agreement; Fairness of the Merger”
“SPECIAL FACTORS — Interests of the
Company’s Directors and Executive Officers in the
Merger”
“THE SPECIAL MEETING — Solicitation of
Proxies”
|
|
|
Item 15.
|
Additional
Information.
|
(a) Other material
information. The entirety of the Proxy
Statement, including all annexes thereto, is incorporated herein
by reference.
| |
|
|
|
(a)(2)(i)
|
|
Proxy Statement of SRA International, Inc., incorporated by
reference to the Schedule 14A filed with the Securities and
Exchange Commission (the “SEC”) on
June 15, 2011 (the “Proxy Statement”).
|
|
(a)(2)(ii)
|
|
Form of Proxy Card, incorporated herein by reference to the
Proxy Statement.
|
|
(a)(2)(iii)
|
|
Joint Press Release issued by SRA International, Inc. and
Providence Equity Partners, dated April 1, 2011, incorporated by
reference to Exhibit 99.1 to the Company’s Current Report
on Form 8-K filed with the SEC on April 1, 2011.
|
|
(a)(2)(iv)
|
|
Letter to the Employees of SRA International, Inc. from Ernst
Volgenau, transmitted April 1, 2011, incorporated by reference
to Exhibit 99.2 to the Company’s Current Report on Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(v)
|
|
Letter to the Employees of SRA International, Inc. from Stanton
Sloane, transmitted April 1, 2011, incorporated by reference to
Exhibit 99.3 to the Company’s Current Report on Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(vi)
|
|
Frequently Asked Questions, issued to the employees of SRA
International, Inc., transmitted April 1, 2011, incorporated by
reference to Exhibit 99.4 to the Company’s Current Report
on Form 8-K filed with the SEC on April 1, 2011.
|
|
(a)(2)(vii)
|
|
Letter to the Customers of SRA International, Inc., dated April
1, 2011, incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
April 1, 2011.
|
9
| |
|
|
|
(b)(1)
|
|
Amended and Restated Debt Commitment Letter, dated as of April
29, 2011, by and among Citigroup Global Markets, Inc., Merrill
Lynch, Pierce, Fenner & Smith Inc., Goldman Sachs Lending
Partners LLC, Credit Suisse AG, Credit Suisse Securities (USA)
LLC and Sterling Merger Inc.**
|
|
(c)(1)
|
|
Opinion of Houlihan Lokey Capital, Inc., dated March 31, 2011,
incorporated herein by reference to Annex C to the Proxy
Statement.
|
|
(c)(2)
|
|
Presentation of Houlihan Lokey Capital, Inc. to the Special
Committee of the Board of Directors of SRA International, Inc.,
dated March 31, 2011.**
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated March 31, 2011, by and among
SRA International, Inc., Sterling Parent Inc. and Sterling
Merger Inc., incorporated herein by reference to Annex A to the
Proxy Statement.
|
|
(d)(2)
|
|
Equity Commitment Letter, dated as of March 31, 2011, by and
between Sterling Parent Inc., Providence Equity Partners VI L.P.
and Providence Equity Partners VI-A L.P.*
|
|
(d)(3)
|
|
Rollover Commitment Letter, dated as of March 31, 2011, by and
between The Ernst Volgenau Revocable Trust and Sterling Holdco
Inc.**
|
|
(d)(4)
|
|
Voting and Support Agreement, dated as of March 31, 2011, by and
between Parent, Ernst Volgenau and the other stockholders on the
signature pages thereof, incorporated by reference to Exhibit
7.3 to the Schedule 13D filed with the SEC on April 8, 2011.
|
|
(d)(5)
|
|
Limited Guarantee, dated as of March 31, 2011, by and between
Providence Equity Partners VI L.P. and Providence Equity
Partners VI-A L.P. in favor of SRA International, Inc.*
|
|
(d)(6)
|
|
Form of Stockholders Agreement of Sterling Holdco Inc., by
and among Sterling Holdco Inc., Providence Equity Partners
VI L.P., Providence Equity Partners VI-A L.P., Ernst Volgenau
and The Ernst Volgenau Revocable Trust.**
|
|
(f)
|
|
Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Annex D to the Proxy
Statement.
|
|
|
|
|
* |
|
Previously filed on April 18, 2011. |
| |
|
** |
|
Previously filed on May 23, 2011. |
10
SIGNATURE
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.
SRA INTERNATIONAL, INC.
|
|
|
| |
By:
|
/s/ Richard
J. Nadeau
|
Richard J. Nadeau
Executive Vice President and
Chief Financial Officer
Dated: June 14, 2011
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.
STERLING HOLDCO INC.
Julie G. Richardson
President
Dated: June 14, 2011
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.
STERLING PARENT INC.
Julie G. Richardson
President
Dated: June 14, 2011
11
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.
STERLING MERGER INC.
Julie G. Richardson
President
Dated: June 14, 2011
12
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true,
complete and correct.
PROVIDENCE FUND HOLDCO (DOMESTIC ECI) L.P.
|
|
|
| |
By:
|
Providence Managing Member L.L.C., its sole
general partner
|
| |
| |
By:
|
/s/ Julie
G. Richardson
|
Julie G. Richardson
Authorized Signatory
Dated: June 14, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true,
complete and correct.
PROVIDENCE MANAGING MEMBER L.L.C.
|
|
|
| |
By:
|
/s/ Julie
G. Richardson
|
Julie
G. Richardson
Authorized Signatory
Dated: June 14, 2011
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.
PROVIDENCE EQUITY PARTNERS VI L.P.
|
|
|
| |
By:
|
Providence Equity GP VI, L.P., its sole general partner
|
| |
By:
|
Providence Equity Partners VI L.L.C., its sole general partner
|
| |
| |
By:
|
/s/ Julie
G. Richardson
|
Julie G. Richardson
Managing Director
Dated: June 14, 2011
13
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.
PROVIDENCE EQUITY PARTNERS VI-A L.P.
|
|
|
| |
By:
|
Providence Equity GP VI, L.P., its sole general partner
|
| |
By:
|
Providence Equity Partners VI L.L.C., its sole general partner
|
| |
| |
By:
|
/s/ Julie
G. Richardson
|
Julie G. Richardson
Managing Director
Dated: June 14, 2011
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.
PROVIDENCE EQUITY GP VI, L.P.
|
|
|
| |
By:
|
Providence Equity Partners VI L.L.C., its sole general partner
|
| |
| |
By:
|
/s/ Julie
G. Richardson
|
Julie G. Richardson
Managing Director
Dated: June 14, 2011
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.
PROVIDENCE EQUITY PARTNERS VI L.L.C.
|
|
|
| |
By:
|
/s/ Julie
G. Richardson
|
Julie G. Richardson
Managing Director
Dated: June 14, 2011
14
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.
ERNST VOLGENAU
Ernst Volgenau
Dated: June 14, 2011
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.
THE ERNST VOLGENAU REVOCABLE TRUST
Ernst Volgenau, as Trustee
Dated: June 14, 2011
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.
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST I
Ernst Volgenau, as Trustee
Dated: June 14, 2011
15
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.
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST II
Ernst Volgenau, as Trustee
Dated: June 14, 2011
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.
THE ERNST VOLGENAU 2010 GRANTOR RETAINED ANNUITY TRUST
Sara Volgenau, as Trustee
Dated: June 14, 2011
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.
SARA VOLGENAU
Sara Volgenau
Dated: June 14, 2011
16
EXHIBIT INDEX
| |
|
|
|
(a)(2)(i)
|
|
Proxy Statement of SRA International, Inc., incorporated by
reference to the Schedule 14A filed with the Securities and
Exchange Commission (the “SEC”) on June 15,
2011 (the “Proxy Statement”).
|
|
(a)(2)(ii)
|
|
Form of Proxy Card, incorporated herein by reference to the
Proxy Statement.
|
|
(a)(2)(iii)
|
|
Joint Press Release issued by SRA International, Inc. and
Providence Equity Partners, dated April 1, 2011,
incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(iv)
|
|
Letter to the Employees of SRA International, Inc. from Ernst
Volgenau, transmitted April 1, 2011, incorporated by
reference to Exhibit 99.2 to the Company’s Current
Report on
Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(v)
|
|
Letter to the Employees of SRA International, Inc. from Stanton
Sloane, transmitted April 1, 2011, incorporated by
reference to Exhibit 99.3 to the Company’s Current
Report on
Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(vi)
|
|
Frequently Asked Questions, issued to the employees of SRA
International, Inc., transmitted April 1, 2011,
incorporated by reference to Exhibit 99.4 to the
Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
|
|
(a)(2)(vii)
|
|
Letter to the Customers of SRA International, Inc., dated
April 1, 2011, incorporated by reference to
Exhibit 99.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
|
|
(b)(1)
|
|
Amended and Restated Debt Commitment Letter, dated as of
April 29, 2011, by and among Citigroup Global Markets,
Inc., Merrill Lynch, Pierce, Fenner & Smith Inc.,
Goldman Sachs Lending Partners LLC, Credit Suisse AG, Credit
Suisse Securities (USA) LLC and Sterling Merger Inc.**
|
|
(c)(1)
|
|
Opinion of Houlihan Lokey Capital, Inc., dated March 31,
2011, incorporated herein by reference to Annex C to the
Proxy Statement.
|
|
(c)(2)
|
|
Presentation of Houlihan Lokey Capital, Inc. to the Special
Committee of the Board of Directors of SRA International, Inc.,
dated March 31, 2011.**
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated March 31, 2011, by and
among SRA International, Inc., Sterling Parent Inc. and Sterling
Merger Inc., incorporated herein by reference to Annex A to
the Proxy Statement.
|
|
(d)(2)
|
|
Equity Commitment Letter, dated as of March 31, 2011, by
and between Sterling Parent Inc., Providence Equity Partners VI
L.P. and Providence Equity Partners VI-A L.P.*
|
|
(d)(3)
|
|
Rollover Commitment Letter, dated as of March 31, 2011, by
and between The Ernst Volgenau Revocable Trust and Sterling
Holdco Inc.**
|
|
(d)(4)
|
|
Voting and Support Agreement, dated as of March 31, 2011,
by and between Sterling Parent Inc., Ernst Volgenau and the
other stockholders on the signature pages thereof, incorporated
by reference to Exhibit 7.3 to the Schedule 13D filed
with the SEC on April 8, 2011.
|
|
(d)(5)
|
|
Limited Guarantee, dated as of March 31, 2011, by and
between Providence Equity Partners VI L.P. and Providence Equity
Partners VI-A L.P. in favor of SRA International, Inc.*
|
|
(d)(6)
|
|
Form of Stockholders Agreement of Sterling Holdco Inc., by
and among Sterling Holdco Inc., Providence Equity Partners
VI L.P., Providence Equity Partners VI-A L.P., Ernst Volgenau
and The Ernst Volgenau Revocable Trust.**
|
|
(f)
|
|
Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Annex D to the Proxy
Statement.
|
|
|
|
|
* |
|
Previously filed on April 18, 2011. |
| |
|
** |
|
Previously filed on May 23, 2011. |
17