Item 1.01. Entry Into a Material Definitive Agreement.
On
The consummation of the Transaction is subject to customary closing conditions, including without limitation (i) the absence of any order by any governmental entity or other law preventing consummation of the Membership Interest Purchase, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and (iii) other customary closing conditions, including the accuracy of the other party's representations and warranties and the other party's compliance with its covenants and agreements contained in the Purchase Agreement.
The parties have made customary representations and warranties and have agreed to various customary covenants in the Purchase Agreement, including, among others, a covenant to use reasonable best efforts to conduct the operations of the business of the Company and its subsidiaries in the ordinary course between the signing of the Purchase Agreement and the closing of the Transaction, and not to engage in certain actions during such period. Each of the Seller Parties has agreed to not solicit or enter into discussions concerning, or provide confidential information in connection with, a competing transaction. The parties have also agreed to use reasonable best efforts to take all action required under applicable law to effect the Transaction.
The Purchase Agreement contains certain termination rights for the Buyer and the
Seller Parties including, subject to certain limitations, the right to terminate
the Purchase Agreement if the Transaction is not consummated by
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
The above description of the Purchase Agreement has been included to provide
investors and security holders with information regarding the terms of the
Purchase Agreement. It is not intended to provide any other factual information
about the Company, the Members, the Buyer, Booz Allen, their respective
subsidiaries and affiliates, or the business of the Company and its
subsidiaries. The representations and warranties made by the parties in the
Purchase Agreement: (a) were made solely for the benefit of the parties to the
Purchase Agreement; (b) are subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosure
schedules; (c) may have been made for the purposes of allocating contractual
risk between the parties to the Purchase Agreement instead of establishing
matters as facts; and (d) are subject to the standards of materiality applicable
to the contracting parties that may differ from those applicable to investors
and security holders. Investors and security holders should not rely on any
representations, warranties, or covenants contained in the Purchase Agreement or
any descriptions thereof, as characterizations of the actual state of facts or
conditions of the Company, the Members, the Buyer, Booz Allen, or any of their
respective subsidiaries or affiliates. Information concerning the subject matter
of any such representations, warranties, and covenants may change after the date
of the Purchase Agreement, which subsequent information may or may not be fully
reflected in Booz Allen's public disclosures. Accordingly, investors and
security holders should read the representations and warranties in the Purchase
Agreement not in isolation but only in conjunction with the other information
about Booz Allen and its subsidiaries that Booz Allen includes in reports and
statements it files with the
Forward-Looking Statements
This report contains, or may be deemed to contain, "forward-looking statements"
(as defined in the
Item 7.01. Regulation FD Disclosure.
On
On
The information in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in that filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Membership Interest Purchase Agreement, datedMay 3, 2021 , among (i)Booz Allen Hamilton Inc. , (ii)Liberty IT Solutions, LLC , (iii)William Greene ,Christopher Bickell , andJeff Denniston , and (iv)Southpaw Representative, LLC , in its capacity as Members' Representative 99.1 Press Release ofBooz Allen Hamilton Holding Corporation , datedMay 4, 2021 99.2 Investor Presentation 104 Cover Page Interactive File (embedded within the Inline XBRL document)
* Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules
to the Purchase Agreement have been omitted from this Current Report on Form 8-K
and will be furnished supplementally to the
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