Evergreen Coast Capital Corp. and Veritas Capital Fund Management, L.L.C entered into a definitive agreement to acquire 95.26% stake in Cubic Corporation (NYSE:CUB) (the "Company") for $2.4 billion February 7, 2021. Pursuant to the agreement, the Company will be acquired by Veritas Capital and Evergreen at a price of $70.00 per outstanding share of common stock of the Company in an all- cash transaction. The all- cash transaction will be valued at approximately $2.8 billion, including the assumption of debt. As of March 31, 2021, pursuant to the amendment agreement, the company will be acquired by Veritas Capital and Evergreen at an increased price of $75 per outstanding share of common stock of the company in an all- cash transaction. The all- cash transaction will be valued at approximately $3 billion, including the assumption of debt. Under the terms of the merger agreement, Atlas Merger Sub Inc. will merge with and into the Cubic Corporation, whereupon the separate existence of Atlas Merger Sub Inc. will cease and Cubic Corporation will continue as the surviving corporation. The transaction will be financed through a combination of equity and debt financing. The Veritas equity financing commitment letter obligates the Veritas Sponsor to provide financing to Atlas CC Acquisition Corp by purchasing, or causing the purchase of, certain equity securities of Holdings with an aggregate purchase price up to $635 million, and the Elliott equity financing commitment letter obligates the Elliott Sponsors to provide financing to Atlas CC Acquisition Corpby purchasing, or causing the purchase of, certain equity securities of Holdings with an aggregate purchase price of up to $149.4 million, in the case of Elliott Associates, and $348.6 million, in the case of Elliott International, to fund a portion of the financing required to be paid by Atlas CC Acquisition Corp or Atlas Merger Sub Inc. under the merger agreement at the closing, including the fees and expenses related thereto. The proceeds of the First Lien Term B Facility of $1,475 million and Second Lien Term Facility of $325 million will be used on the closing date (i) to pay costs in connection with the transaction contemplated by the merger agreement, (ii) to pay a portion of the merger consideration, (iii) to refinance the Company’s existing credit agreement and (iv) to the extent of any remaining amounts, for working capital and other general corporate purposes. Following the completion of the transaction Cubic will become a privately held company and will remain based in San Diego, California. Upon completion of the merger, Cubic Corporation would become a wholly owned subsidiary of Atlas CC Acquisition Corp. Following the completion of the merger, shares of Cubic Corporation’s common stock will no longer be traded on the NYSE or any other public market. Upon termination of the agreement, Cubic is obligated to pay a termination fee of $45,454,304 and Evergreen Coast Capital and Veritas Capital Fund Management would be obligated to pay the Cubic a termination fee of $113,635,760. The transaction is subject to approval from Cubic shareholders, the expiration or termination of any applicable waiting period (and any extension thereof) applicable to the completion of the merger under the HSR Act, approval by the German Federal Cartel Office, the receipt of certain consents or approvals under applicable investment screening laws and the absence of any order or law prohibiting, making illegal, voiding, enjoining or otherwise preventing the consummation of the merger, certain regulatory consents or approvals having been obtained, investment screening and regulatory approvals, no governmental entity of competent jurisdiction having issued, enacted, promulgated, adopted or entered any order or law that prohibits, makes illegal, void, enjoins or otherwise prevents the consummation of the merger. The Board of Directors of Cubic and Vertias have unanimously approved the Agreement and recommends that Cubic shareholders vote in favor of the transaction. As of March 8, 2021, neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger. On March 11, 2021, the German Federal Cartel Office provided antitrust clearance for the Merger. On March 15, 2021, the applicable waiting period under the HSR Act in connection with the Merger expired. The special meeting of Cubic’s shareholders to adopt the amended agreement remains scheduled for April 27, 2021. As of March 31, 2021, the Board (i) approved and adopted the Amended Agreement, (ii) recommends that the Company’s shareholders adopt the Amended Agreement, (iii) recommends that the Company’s shareholders vote “FOR” each of the proposals described in the definitive proxy statement for the Special Meeting of Cubic’s shareholders filed with the United States Securities and Exchange Commission and mailed to shareholders on or about March 26, 2021, and (iv) determined that the ST Engineering Proposal, after giving effect to all revisions made to such proposal by ST Engineering, is neither a “superior proposal” nor a proposal that would reasonably be expected to lead to a “superior proposal” as that term is defined in the existing Merger Agreement. As a result, Cubic has ceased engagement with ST Engineering in accordance with the terms of the Amended Agreement. As of April 27, 2021, Cubic shareholder approved the transaction. The transaction is expected to close during the second calendar quarter of 2021. J.P. Morgan Securities LLC is acting as lead financial advisor to Cubic Corporation and also acted as fairness opinion provider to its Board of Directors. Brian J. Fahrney, Scott R. Williams, Vincent Brophy, James Mendenhall, James Lowe, Rosanna Connolly, Howard Stanislawski, Kristen Knapp, Sven De Knop, Jen Fernandez, John Schaff, Kelly Dybala, Sujit Raman, Matthew Johnson, Teresa Reuter and Craig Dukin of Sidley Austin LLP and Mike Stanchfield, Morgan Burns, Amy Seidel, Page Fleeger and Paul Moe of Faegre Drinker Biddle & Reath LLP are acting as the Cubic's legal counsels. Raymond James & Associates, Inc. acted as financial advisor and provided the Board with an opinion regarding the fairness, from a financial point of view, of the consideration offered to Cubic shareholders. Kenneth M. Wolff, June S. Dipchand, Frederic Depoortere, Kenneth Schwartz, Stephane Dionnet, Stephanie Teicher, Erica Schohn, Michael Leiter, John Adebiyi, Aurora Luoma, Jessica Hough and Paul Schockett of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsels to Veritas. Richard J. Birns of Gibson, Dunn & Crutcher LLP is acting as legal counsel to Evergreen. Scott Freling, Nooree Lee, Alex Hastings, Charles Carroll, Bill Collins, Matt DelNero, Trisha Anderson and Zack Parks of Covington & Burling LLP acted as legal advisors for Veritas. Philip Richter and Roy Tannenbaum of Fried Frank acted as counsels to JP Morgan. Morrow Sodali LLC acted as proxy solicitor for a fee of approximately $45,000 plus reimbursement of certain specified out-of-pocket expenses to Cubic Corporation. J.P. Morgan Securities LLC will receive a fee of $40 million for its services of which $3.5 million became payable upon delivery of the fairness opinion. Raymond James & Associates, Inc. will receive a fee of $1.5 million for delivering the fairness opinion, and $1 million as retainer fee. Credit Suisse Securities (USA) LLC acted as financial advisor to Veritas Capital Fund Management, L.L.C. Evergreen Coast Capital Corp. and Veritas Capital Fund Management, L.L.C completed the acquisition of 95.26% stake in Cubic Corporation (NYSE:CUB) on May 25, 2021.