The Carlyle Group Inc. (NasdaqGS:CG) has entered into a definitive agreement to acquire ManTech International Corporation (NasdaqGS:MANT) for $4 billion on May 13, 2022. Under the terms of the transaction, ManTech shareholders will receive $96 per share in cash. Pursuant to an equity commitment letter, dated as of May 13, 2022, and subject to the terms thereof, Carlyle Partners VIII, L.P. committed to provide buyer, at the effective time of the Merger, with an equity contribution of up to approximately $2,340,469,716.00. Pursuant to debt commitment letters dated May 13, 2022, and subject to the terms and conditions set forth therein, the commitment parties party thereto committed to provide to buyer, at the effective time of the Merger, debt financing of approximately $2.85 billion. The Merger Agreement also provides that ManTech, on one hand, or buyer and Merger Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, except that the Company may only cause buyer’s equity financing commitment to be funded and the Merger to be consummated in circumstances where the conditions to buyer’s and Merger Sub’s obligations to consummate the Merger are satisfied and the debt financing is funded or available. Upon termination of the Merger Agreement under specified limited circumstances, ManTech will be required to pay the buyer a termination fee of $115,876,916. Upon termination of the Merger Agreement under other specified limited circumstances, buyer will be required to pay ManTech a termination fee of $239,745,343. The transaction was unanimously approved by ManTech’s Board of Directors, which recommends that ManTech shareholders vote in favor of the transaction. The transaction is subject to approval by ManTech shareholders, receipt of regulatory approvals and other customary closing conditions. The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including, among others, the expiration or termination of any waiting period (and any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ( HSR Act ), expired on June 20, 2022. As of September 7, 2022, ManTech Stockholders approved the transaction. The transaction is expected to close in the second half of calendar 2022. As of September 7, 2022, the transaction is expected to close during the week of September 12, 2022.

Stephen Kotran of Sullivan & Cromwell LLP acted as counsel to Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider and Lawrence Yanowitch and Charles Katz of King & Spalding LLP is serving as legal counsel to ManTech in connection with the transaction. Jean Stack, John Song, Alex Sevilla, Greg Saydah, Jonathan Kirkland and Nicole Coffey of Robert W. Baird & Co. is serving as financial advisor and Daniel T. Lennon and J. Cory Tull of Latham & Watkins LLP is serving as legal advisor to Carlyle in connection with the transaction. Stephen M. Kotran of Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC as exclusive financial adviser to ManTech International Corporation. Alliance Advisors acted as information agent to ManTech. ManTech have also engaged Alliance Advisors to assist in the solicitation of proxies and provide related advice and informational support, for a base services fee of $15,000, plus customary disbursements. Pursuant to an engagement letter between ManTech and Goldman Sachs, ManTech has agreed to pay Goldman Sachs a transaction fee of $39.6 million, $5.0 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. American Stock Transfer & Trust Company acted as transfer agent to ManTech. The McLean Group group acted as financial advisor in this transaction.

The Carlyle Group Inc. (NasdaqGS:CG) completed the acquisition of ManTech International Corporation (NasdaqGS:MANT) on September 14, 2022. ManTech will remain headquartered in Herndon, Virginia and the transition is expected to be seamless for customers and employees across ManTech’s business.