Peraton Corporation entered into a definitive agreement to acquire 85.5% stake in Perspecta Inc. (NYSE:PRSP) for $4.2 billion on January 27, 2021. Under the terms of the agreement, Perspecta stockholders will receive $29.35 per share in cash. Veritas Capital Fund Management parent of Peraton own 14.5% stake in Perspecta. 54,400 shares of common stock issuable upon settlement of Director RSUs multiplied by the merger consideration of $29.35 per share and 71,657 shares of common stock subject to issuance upon exercise of outstanding options with exercise prices less than $29.35 per share. Peraton obtained equity and debt financing commitments to fund (together with cash on hand of the Company) the Merger Consideration pursuant to equity commitment letter of up to $2.5 billion in the aggregate and a debt commitment letter from JPMorgan Chase Bank, N.A. providing commitments for up to $4.8 billion in the aggregate in term loans and a debt commitment letter from JPMorgan to Peraton providing commitments for up to $5.3 billion in in the aggregate in a combination of secured term loans, secured revolving commitments and secured bridge loans. In case of termination, Perspecta will pay termination fee of $97 million and Peraton has agreed to pay termination fee of approximately $243 million. On February 2, 2021, Perspecta announced that Mac Curtis, Chairman and Chief Executive Officer of the Company, intends to retire subject to and following the closing of the acquisition. The transaction is subject to approval by Perspecta stockholders as well as the receipt of regulatory approvals, the waiting period applicable to the transactions under the HSR Act has expired or been terminated and other customary closing conditions. The transaction has been approved by the Perspecta Board of Directors and Board of Directors has recommended that stockholders of Perspecta vote in favor of the approval of the merger and the merger agreement. As of May 05, 2021, Perspecta stockholders approve acquisition by Veritas Capital. The majority of shares of the Perspecta’s common stock issued and outstanding as of the close of business on March 18, 2021, the record date for the Special Meeting, voted to adopt the merger agreement. The transaction is expected to close in the first half of calendar 2021. As of May 05, 2021, the proposed transaction is expected to close in the coming days. Richard A. Presutti of Schulte Roth & Zabel LLP is serving as legal advisor to Peraton and Veritas, parent of Peraton. Goldman Sachs & Co. LLC and Stone Key Partners LLC are serving as financial co-advisors and Scott Barshay, Rachael Coffey, Cullen Sinclair, Caith Kushner, Robert Zochowski, Neil Goldman, Sophia Gui, David Sobel, Lawrence Witdorchic, Jeffrey Samuels, Alyssa Wolpin, Peter Fisch, Charles Googe, Michael Kurzer, Jaren Janghorbani, Peter Jaffe, Marta Kelly and William O’Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to Perspecta in connection with the transaction. Scott Freling, Nooree Lee, Alex Thomson, Stephen Bartenstein, Heather Finstuen, Trisha Anderson, Don Ridings and Zachary Parks of Covington & Burling LLP acted as legal advisors for Veritas. Innisfree M&A Inc. acted as information agent to Perspecta and will receive fee of $25,000 for its services. Stone Key Partners LLC will receive a fee of $28 million for its services of which $3 million will become payable upon delivery of the fairness opinion. In the sole discretion of the Chairman and Chief Executive Officer of Perspecta, this fee may be increased by up to $2 million. Goldman Sachs & Co. LLC will receive a fee of $28 million for its services, $3 million of which became payable at announcement of the transaction, and the remainder of which is contingent upon consummation of the transaction. Goldman Sachs may receive an additional fee of up to $2 million at Perspecta’s discretion. EQ Shareowner Services acted as the transfer agent to Perspecta. Peraton Corporation completed the acquisition of 85.5% stake in Perspecta Inc. (NYSE:PRSP) on May 6, 2021. The combined company will operate under the Peraton name and will be led by Peraton Chairman, President & Chief Executive Officer, Stu Shea. Immediately following the Effective Time, Ramzi Musallam, Benjamin Polk and Aneal Krishnan, shall become and constitute the only directors of the Perspecta.