Amentum Government Services Holdings LLC entered into an agreement to acquire PAE Incorporated (NasdaqCM:PAE) from Platinum Equity Capital Partners III, L.P. managed by Platinum Equity, LLC and others for approximately $970 million on October 25, 2021. Under the terms of the merger agreement, PAE shareholders will receive $10.05 per share in cash upon the consummation of the transaction. All cash transaction valued at approximately $1.9 billion, including the assumption of debt and certain fees. Amentum has obtained equity financing and debt financing commitments for the purpose of financing the transaction. JPMorgan Chase Bank, N.A. committed to provide an aggregate of $1.84 billion of secured financing which will be used to fund a portion of the merger consideration. During a “go-shop” period beginning on October 25, 2021 and continuing until November 29, 2021, PAE may actively solicit alternative acquisition proposals from third parties in accordance with the terms of the merger agreement. Upon completion of the acquisition, PAE will become wholly owned by Amentum. Amentum will pay a termination fee of $80 million to PAE in case Amentum terminates the agreement and PAE will a fee of $30 million to Amentum in case PAE terminates the agreement. However, if such termination to enter into a Company Superior Proposal occurs during the Go-Shop Period, termination fee payable by PAE shall be reduced to $15 million.

The transaction is subject to PAE's shareholders' approval, expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals, and other customary closing conditions. PAE's Board of Directors has unanimously approved the transaction and recommended that its stockholders approve and adopt the merger agreement with Amentum. Platinum Equity entered into a voting and support agreement, to vote all shares in favor of the transaction. As of December 1, 2021, PAE Incorporated announced that the expiration of the go-shop period expired on November 29, 2021. As of January 12, 2022, PAE Incorporated has set February 10, 2022 as the meeting date for the virtual special meeting of stockholders to consider matters related to the transaction. PAE did not receive an alternative acquisition proposal from any third party that constitutes a company acquisition proposal. As of February 10, 2022, PAE's shareholders approved the transaction. The transaction is expected to complete by the end of the first quarter 2022. As of February 10, 2022, the transaction is expected to complete on or around February 15, 2022.

Richard Hall, Tatiana Lapushchik, Kimberly A. Grousset, J. Leonard Teti II, Jennifer S. Conway, Nicole F. Foster, Courtnii Lamar, David J. Kappos, Annmarie M. Terraciano, Brian M. Budnick, Ikechi J. Ngwangwa and David J. Perkins of Cravath, Swaine & Moore LLP acted as legal advisor and Steven Diamond of Arnold & Porter Kaye Scholer LLP acted as regulatory and government contracts counsel to Amentum. Sean Donahue, Jeffrey Letalien, Lauren Visek and Folake Ayoola of Goodwin Procter LLP, Andrew M. Ray, Janice Z. Davis and Maria F. Natera of Morgan, Lewis & Bockius LLP and Robert Nichols of Nichols Liu LLP acted as legal advisor to PAE. Morgan Stanley & Co. LLC and Raymond James & Associates, Inc. acted as financial advisors and fairness opinion providers to the PAE Board. Okapi Partners LLC acted information agent to PAE. PAE estimates that it will pay the proxy solicitor a fee of $10,000, plus reimbursement of related expenses. PAE has agreed to pay Morgan Stanley a fee of approximately $14.2 million for its services, $1.5 million of which became due and payable at the time Morgan Stanley delivered its opinion and the remainder of which is contingent upon the consummation of the merger. Latham & Watkins LLP acted as legal advisor to PAE. Continental Stock Transfer & Trust acted as the transfer agent to PAE. JPMorgan Chase & Co. (NYSE:JPM) acted as finanical advisor to Amentum Government Services Holdings LLC.