Science Applications International Corporation (NYSE:SAIC) entered into a definitive agreement to acquire Engility Holdings, Inc. (NYSE:EGL) from Birch Partners, LP and others for $1.6 billion on September 9, 2018. Under the terms of the merger agreement, Engility stockholders will receive a fixed exchange ratio of 0.450 shares of Science Applications International Corporation common stock for each share of Engility stock in an all-stock transaction. The transaction includes the repayment of $900 million in Engility's debt. Upon completion, it is estimated that SAIC stockholders will own approximately 72% and Engility stockholders will own approximately 28% of the combined company on a pro- forma, fully diluted basis. The transaction will be financed through a $2.52 billion financing for Science Applications International Corporation in which Citibank, N.A. acted as an administrative agent. The financing consists of (i) a $1.05 billion term loan B facility, (ii) a $1.07 billion term loan A facility and (iii) a $200 million revolving credit facility (to be increased by an additional $200 million upon the closing of the acquisition). The businesses will continue to operate separately until the transaction closes. The combined company will retain the SAIC name and continue to be headquartered in Reston, Virginia. SAIC would be required to pay a termination fee of $100 million plus Engility’s expenses upon termination while Engility will have to pay termination fees of $50 million. Following closing, Tony Moraco will continue as Chief Executive Officer and as an SAIC Board member. SAIC will expand its Board to include two additional members from Engility's Board of Directors so that the size of the directors would increase to eleven. On December 4, 2018, Science Applications International announced that David M. Kerko and Katharina G. McFarland were appointed as members of the Board of Directors. Donna Morea will take over as the chairman of SAIC’s board of directors at closing, replacing Edward "Sandy" Sanderson, Jr., who will remain as an independent member of the board. 9000 employees will be joining SAIC post acquisition. The transaction is subject to regulatory approvals, SAIC and Engility shareholder approvals, waiting period applicable to the consummation of the merger under the HSR Act being expired or being earlier terminated, shares of SAIC issuable in connection with the merger being approved for listing on New York Stock Exchange and Form S-4 shall have been declared effective. The transaction has been unanimously approved by both Boards of Directors of Engility and SAIC. In addition, on September 9, 2018, pursuant to the terms of the merger agreement, Birch Partners entered into a voting agreement with SAIC and Engility. Subject to the terms and conditions set forth in the voting agreement, Birch has agreed, among other things, to vote the 17.9 million shares owned in favor of the adoption of the merger agreement to fullest extent. On October 22, 2018, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the transaction expired. As of November 15, 2018, SAIC and Engility announced that each company will hold a special meeting on January 11, 2019 for their respective stockholders to consider and vote on certain proposals related to the proposed acquisition. As on January 11, 2019, the transaction has been approved by shareholders of both SAIC and Engility. The transaction is expected to close by the end of the fiscal fourth quarter ending February 1, 2019. The proposed transaction is expected to be completed shortly after the stockholders of both companies approve the merger. The transaction is expected to be immediately cash EPS accretive excluding acquisition and non-recurring costs. Brian Link, Kevin Cox and Thomas Cole of Citigroup Global Markets Inc. acted as lead financial advisors and Stone Key Partners LLC acted as co-financial advisor, Charlie Katz, Lindsay Thomas, Lucas Barta, Stephanie Ference, Charles W. Kat and Larry Bard of Morrison & Foerster LLP acted as legal advisors to SAIC. David Valeck and Deidrie Stone of Arnold & Porter provided financing legal counsel while Renaissance Strategic Advisors Ltd. provided business due diligence and strategy support services to SAIC. Guggenheim Securities served as lead financial advisor and fairness opinion provider and was paid a fee of up to $17 million including a discretionary fee of $6 million not yet known. Engility has previously paid Guggenheim Securities a cash milestone fee of $2 million that became payable upon delivery of Guggenheim Securities’ opinion, which will be credited against the cash transaction fee. Morgan Stanley & Co. LLC acted as financial advisor to Engility. Ryan D. Thomas and Jay H. Knight of Bass, Berry and Sims PLC and Christina De Vuono, Brianna Dollinger, Marc Silberberg, Joseph Reich, Paul Wessel, Amanda Rosenblum, Jennifer Britz, Akansha Mishra, Steven Newborn, Michael Naughton, Megan Granger, Jeffrey Osterman, Mary Lentowski, Heather Viets, Young Lee, Faiza Rahman, Michael Stein, Frederick S. Green and Eoghan P. Keenan of Weil, Gotshal, & Manges LLP acted as legal advisors while Fairmont Consulting Group provided business due diligence services to Engility. Robert Katz, Jonathan Desantis, Frank Oliver and Christopher Glenn of Shearman & Sterling acted as legal advisors to Citigroup Global Markets Inc which provided financial advice and acted as the fairness opinion provider to Science Applications International Corporation. Matthew W. Abbott of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to General Atlantic. Georgeson LLC acted as proxy solicitor to Science Applications in the transaction and was paid a fee of $0.018 million. D.F. King & Co., Inc. acted as proxy solicitor to Engility in the transaction and was paid a fee of $0.02 million. Citigroup Global Markets was paid a fee of $18.5 million, $3 million of which became payable on delivery of opinion and $15.5 million of which became payable contingent upon consummation of merger. Stone Key was paid a fee of $7 million, out of which $3 million of which became payable on delivery of opinion and remaining payable on consummation of merger.