Virtusa Corporation announced the commencement of a solicitation of consents to amend the indenture governing the 7.125% Senior Notes due 2028 issued by Virtusa and Austin HoldCo Inc., a Delaware corporation. The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in the Issuers' Consent Solicitation Statement dated January 31, 2022 to holders of record as of January 28, 2022 (collectively, the “Holders”). The Consent Solicitation will expire at 5:00 PM, New York City Time, on February 8, 2022, unless extended or earlier terminated by Virtusa in its sole discretion (such date and time, as the same may be extended, the “Expiration Date”).

The purpose of the proposed amendment (the “Proposed Amendment”) to the Indenture is to permit the Issuers additional restricted payment capacity of $50 million in order to facilitate Virtusa making a distribution in aggregate to its shareholders in an amount up to $748 million. In connection with the foregoing, Virtusa expects to consummate new debt financings in order to finance the Special Distribution and pay related fees and expenses. If the Holders of a majority in aggregate principal amount of the outstanding Notes deliver valid and unrevoked consents to the Proposed Amendment (the “Requisite Consents”) on or prior to the Expiration Date, it is expected that the Issuers, the guarantors party to the indenture and the indenture trustee will execute a supplemental indenture to the Indenture (the “Supplemental Indenture”) effecting the Proposed Amendment (the time of the execution of the Supplemental Indenture, the “Effective Time”).

Consents to the Proposed Amendment may not be revoked at any time after the Effective Time. Although the Supplemental Indenture will become effective immediately upon execution at the Effective Time, the Proposed Amendment will become operative only upon the payment of the aggregate Consent Payment by the Issuers to the tabulation agent on behalf of the Holders who delivered valid and unrevoked consents to the Proposed Amendment on or prior to the Expiration Date.