Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Perspecta Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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715347100
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(CUSIP Number)
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Ramzi M. Musallam
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 32nd Floor
New York, NY 10019
Copy to:
Richard A. Presutti
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 27, 2021
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON
The SI Organization Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
18,877,244 SEE ITEM 5
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,877,244 SEE ITEM 5
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,877,244 SEE ITEM 5
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%*
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14
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TYPE OF REPORTING PERSON
CO
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All percentages of Common Stock (as defined below) contained herein are based on 160,963,698 shares of Common Stock outstanding as of October 30, 2020.
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON
The Veritas Capital Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
18,877,244 SEE ITEM 5
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,877,244 SEE ITEM 5
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,877,244 SEE ITEM 5
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSON
Veritas Capital Partners IV, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
18,877,244 SEE ITEM 5
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
18,877,244 SEE ITEM 5
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
18,877,244 SEE ITEM 5
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 5 of 8 Pages
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1
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NAME OF REPORTING PERSON
Ramzi M. Musallam
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
23,273,341 SEE ITEM 5
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
23,273,341 SEE ITEM 5
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
23,273,341 SEE ITEM 5
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 6 of 8 Pages
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This Amendment No. 2 to the Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2018 (the “Original
13D”) and Amendment No. 1 to the Original 13D, filed with the SEC on January 6, 2021, (“Amendment No. 1,” and together with the Original 13D and this Amendment No. 2, the “Schedule 13D”), with respect to the shares of
common stock, par value $0.01 per share (the “Common Stock”), of Perspecta Inc., a Nevada corporation (the “Company”).
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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On January 27, 2021, Jaguar ParentCo Inc. (“Newco”) and Jaguar Merger Sub Inc., a wholly owned subsidiary of Newco (“Merger Sub”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with the Company, 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 Newco. Newco and Merger
Sub were formed by affiliates of The Veritas Capital Fund V, L.P. (“Fund V”), The Veritas Capital Fund VII, L.P. (“Fund VII”), Peraton Holding Corp. (“Peraton Holding”), Peraton Corp. (“Peraton Corp.”) and
Peraton Inc. (together with Peraton Holding and Peraton Corp., collectively, “Peraton”). Ramzi M. Musallam is the managing partner of each of Veritas Capital Partners V, L.L.C. and Veritas Capital Partners VII, L.L.C., which are the
general partners of Fund V and Fund VII, respectively. Peraton is a portfolio company of Veritas Capital Management.
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At the Effective Time, each share of Common Stock (“Shares”) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to
receive from Newco cash in an amount equal to $29.35, without interest thereon (the “Merger Consideration”), and when so converted will cease to be outstanding and will automatically be canceled and extinguished and cease to exist.
Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and approval by the Company’s stockholders.
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Newco, Merger Sub and certain of their affiliates have obtained equity and debt financing commitments to fund (together with cash on hand of the Company) the Merger Consideration
pursuant to (a) a commitment letter (the “Equity Commitment Letter”) from Fund VII to Newco of up to $2,470,206,148 in the aggregate, (b) a debt commitment letter from JPMorgan Chase Bank, N.A. (“JPM”) to Merger Sub providing
commitments for up to $4,825,000,000 in the aggregate in term loans (the “Holdco Debt Commitment Letter”) and (c) a debt commitment letter from JPM to Peraton providing commitments for up to $5,315,000,000 in in the aggregate in a
combination of secured term loans, secured revolving commitments and secured bridge loans (the “Opco Debt Commitment Letter”).
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If the Merger is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition
of additional securities of the Company, a merger or other extraordinary transaction involving the Company, the delisting of the Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination from
registration pursuant to Section 12(b) of the Act.
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CUSIP No. 715347100
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S
CHEDULE 13D/A
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Page 7 of 8 Pages
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The foregoing description of the Merger Agreement, the Equity Commitment Letter, the Debt Commitment Letter and the transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of each of the Merger Agreement, the Equity Commitment Letter, the Holdco Debt Commitment Letter and the Opco Debt Commitment Letter, which are attached as Exhibit
99.4, Exhibit 99.5, Exhibit 99.6 and Exhibit 99.7 respectively, and are incorporated herein by reference.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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The Reporting Persons’ response to Item 4 is incorporated herein by reference.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
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Merger Agreement (incorporated herein by referenced to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed January 27, 2021).
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Equity Commitment Letter.
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Holdco Debt Commitment Letter.
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Opco Debt Commitment Letter.
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CUSIP No. 715347100
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SCHEDULE 13D/A
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Page 8 of 8 Pages
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SIGNATURES
After reasonable 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: January 27, 2021
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THE SI ORGANIZATION HOLDINGS LLC
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By:
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The Veritas Capital Fund IV, L.P., acting as the Majority of Members
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By:
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/s/ Ramzi M. Musallam
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Name: Ramzi M. Musallam
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Title: Authorized Signatory
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THE VERITAS CAPITAL FUND IV, L.P.
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By:
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Veritas Capital Partners IV, L.L.C., its General Partner
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By:
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/s/ Ramzi M. Musallam
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Name: Ramzi M. Musallam
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Title: Managing Partner
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VERITAS CAPITAL PARTNERS IV, L.C.C.
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By:
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/s/ Ramzi M. Musallam
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Name: Ramzi M. Musallam
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Title: Managing Partner
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RAMZI M. MUSALLAM
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By:
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/s/ Ramzi M. Musallam
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