Item 1.01 Entry into a Material Definitive Agreement.
On the Closing Date, the Company and certain of its subsidiaries entered into joinder agreements related to Parent and its affiliates' existing First Lien Credit Facility and Second Lien Credit Facility (each as defined below). Each of the Company and certain of its subsidiaries executed a joinder agreement to (a)(i) the First Lien Pledge and Security Agreement and (ii) the First Lien Guaranty Agreement, in each case, among the Parent, certain of its affiliates and the administrative agent under the First Lien Credit Facility (the "First Lien Administrative Agent"), (b)(i) the Second Lien Pledge and Security Agreement and (ii) the Second Lien Guaranty Agreement, in each case, among the Parent, certain of its affiliates and the administrative agent under the Second Lien Credit Facility (the "Second Lien Administrative Agent"), and (c) the First Lien/Second Lien Intercreditor Agreement, among the First Lien Administrative Agent, the Second Lien Administrative Agent, the Parent, certain of its affiliates and the other parties thereto (the "Intercreditor Agreement" and the agreements described in clauses (a), (b) and (c), collectively, the "Joinder Agreements").
Pursuant to the Joinder Agreements, each of the Company and certain of its subsidiaries (a) guarantees the obligations of the Parent and certain of its affiliates under the Parent and such affiliates' (i) senior secured revolving facility and senior secured first lien term facilities (together, the "First Lien Credit Facility") and (ii) second lien term facilities (the "Second Lien Credit Facility"), as applicable, (b) pledged to the First Lien Administrative Agent and the Second Lien Administrative Agent, as applicable, a security interest in substantially all of its assets to secure the obligations of the Parent and certain of its affiliates under the First Lien Credit Facility or Second Lien Credit Facility, as applicable, and (c) agrees to be bound by the terms, conditions and provisions of the Intercreditor Agreement.
Item 1.02 Termination of Material Definitive Agreement.
At the effective time of the Merger (the "Effective Time"), (a) the Amended and
Restated First Lien Term Loan Credit Agreement dated as of
The foregoing description of the Existing Credit Agreements is not complete and
is subject to and entirely qualified by reference to the full text of the
Existing Credit Agreements, which were filed as Exhibits 10.1 and 10.2 to the
Company's Quarterly Report on Form 10-Q filed with the
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated by reference into this Item 2.01.
At the Effective Time, each share of Class A common stock, par value
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At the Effective Time, each warrant exercisable for shares of Common Stock
outstanding immediately prior to the Effective Time (the "Company Warrants")
automatically became a warrant of the
The foregoing description of the Merger Agreement and the Merger is not complete . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in the Introductory Note and under Item 1.01 is incorporated by reference into this Item 2.03.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company requested that
the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01, and 5.03 is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned indirect subsidiary of Parent. The information set forth in the Introductory Note and under Items 2.01, 3.03, 5.02, and 5.03 is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the consummation of the Merger, all of the members of the
board of directors of the Company immediately prior to the Effective Time ceased
to be directors of the Company at the Effective Time and
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As of the Effective Time, the Certificate of Incorporation of the Company that
was in effect immediately before the Effective Time was amended and restated by
the Certificate of Merger filed with the Secretary of State of the
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held a Special Meeting of Stockholders (the "Special Meeting") on
1. To approve and adopt the Merger Agreement, pursuant to which Merger Sub would be merged with and into PAE, with PAE continuing as the surviving corporation in the merger and a wholly owned indirect subsidiary of Parent (the "Merger Proposal"). For Against Abstentions 80,256,139 21,751 14,895 2. To approve the specified compensation that will or may become payable to PAE's named executive officers in connection with the Merger (the "Advisory Compensation Proposal"). For Against Abstentions 59,985,330 19,335,315 972,140
The Merger Proposal and the Advisory Compensation Proposal were each described
in greater detail in the Company's definitive proxy statement relating to the
Merger, which the Company filed with the
Item 8.01 Other Events.
On
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofOctober 25, 2021 , by and amongAmentum Government Services Holdings LLC ,Pinnacle Virginia Merger Sub Inc. andPAE Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A ofPAE Incorporated filed onOctober 26, 2021 ) 3.1 Amended and Restated Certificate of Incorporation 3.2 Amended and Restated Bylaws 99.1 Press Release Announcing Stockholder Approval of the Merger Agreement datedFebruary 10, 2022 99.2 Press Release Announcing Closing of the Merger datedFebruary 15, 2022 99.3 Notice to Holders of Company Warrants datedFebruary 15, 2022 104.1 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts could be forward-looking statements. The words "anticipates," "believes," "could," "designed," "estimates," "expects," "goal," "intends," "may," "plans," "projects," "pursuing," "will," "would" and similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
We have based these forward-looking statements largely on our current
assumptions, expectations, projections, intentions, objectives and/or beliefs
about future events or occurrences and these forward-looking statements are
subject to a number of risks, uncertainties and assumptions, including, but not
limited to, the following: (i) the transaction may involve unexpected costs,
liabilities or delays; (ii) shareholder litigation in connection with the
transaction may result in significant costs of defense, indemnification and
liability; (iii) PAE may be adversely affected by other economic, business,
and/or competitive factors; (iv) the risk that the transaction disrupts PAE's
current plans and operations or diverts management's or employees' attention
from ongoing business operations; (v) the risk of potential difficulties with
PAE's ability to retain and hire key personnel and maintain relationships with
third parties as a result of the transaction; and (vi) other risks in connection
with the transaction. Additional factors that may affect the future results of
PAE are set forth in filings that PAE makes with the
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