PRSP Perspecta Inc

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This Amendment No. 4 (this “Final Amendment”) to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Schedule 13E-3” or “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Perspecta Inc. (“Perspecta” or the “Company”), a Nevada corporation and the issuer of the common stock, par value $0.01 per share (the “Company Common Stock”), that is subject to the Rule 13e-3 transaction; (ii) Jaguar Merger Sub Inc., a Nevada corporation (“Merger Sub”), (iii) Jaguar ParentCo Inc., a Delaware corporation and the parent of Merger Sub (“Parent”); (iv) Peraton Intermediate Holding Corp., a Delaware corporation and the parent of Parent (“Peraton”); (v) Peraton Topco Holdings L.P., a Delaware limited partnership and the parent of Peraton (“TopCo”), (vi) Peraton GP LLC, a Delaware limited liability company and the general partner of Topco; (vi) Veritas Capital Fund Management, L.L.C., a Delaware limited liability company and the managing member of Peraton GP LLC (“Veritas”), and (vii) Ramzi Musallam, the Chief Executive Officer and Managing Partner of Veritas. Merger Sub, Parent, Peraton, TopCo, Peraton GP LLC, Veritas and Ramzi Musallam are collectively referred to herein as the “Acquiring Group” or the “Acquiring Group Filing Persons.”

The information set forth in response to Item 10(a)-(d) is hereby amended and supplemented as follows:

On May 6, 2021, Peraton Holding Corp. (“Peraton Holding”) and certain of its existing and post-closing wholly owned subsidiaries, including Peraton Corp., Peraton Inc. and Perspecta entered into (i) Amendment No. 2 (the “First Lien Incremental Agreement”) with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “First Lien Administrative Agent”) and (ii) Amendment No. 2 (the “Second Lien Incremental Agreement”) with the lenders party thereto and Alter Domus (US) LLC, as administrative agent (the “Second Lien Administrative Agent”). The First Lien Incremental Agreement amended that certain First Lien Credit Agreement, dated as of February 1, 2021, as amended on March 2, 2021 (the “Existing First Lien Credit Agreement”), among the borrowers, the guarantors, the lenders party thereto from time to time, the First Lien Administrative Agent and the other parties named therein (the Existing First Lien Credit Agreement as amended by the First Lien Incremental Agreement, the “First Lien Amended Credit Agreement”). The Second Lien Incremental Agreement amended that certain Second Lien Credit Agreement, dated as of February 1, 2021, as amended on March 2, 2021 (the “Existing Second Lien Credit Agreement”), among the borrowers, the guarantors, the lenders party thereto from time to time, the Second Lien Administrative Agent and the other parties named therein (the Existing Second Lien Credit Agreement as amended by the Second Lien Incremental Agreement, the “Second Lien Amended Credit Agreement” and together with the First Lien Amended Credit Agreement, the “Amended Peraton Credit Agreements”).

Pursuant to the terms of the (i) First Lien Incremental Amendment, the borrowers thereunder incurred incremental term loans in an aggregate principal amount of $3,775 million and increased revolving commitments in aggregate principal amount of $200 million and (ii) Second Lien Incremental Amendment, the borrowers thereunder incurred incremental term loans in an aggregate principal amount of $1,340 million. Subject to certain exceptions set forth in the applicable Amended Peraton Credit Agreements, the obligations under the (i) Amended Peraton Credit Agreements are guaranteed by Peraton Holding and each of its wholly owned domestic subsidiaries (including each borrower (other than with respect to its own primary obligations)), (ii) First Lien Amended Credit Agreement is secured by a first-priority security interest in and lien on substantially all of the assets and all interests of the loan parties thereunder, then owned or after acquired and (ii) Second Lien Amended Credit Agreement is secured by a second-priority security interest in and lien on substantially all of the assets and all interests of the loan parties thereunder, then owned or after acquired, that secures the First Lien Amended Credit Agreement.

A portion of the net proceeds from the incurrence of obligations under the Amended Credit Agreement were used to consummate the merger of Merger Sub with and into Perspecta and to repay of all obligations under that certain Credit Agreement, dated as of May 31, 2018 (as amended by that certain First Amendment to Credit Agreement, dated as of December 12, 2018, that certain Second Amendment to Credit Agreement, dated as of August 13, 2019, that certain Technical Amendment to Credit Agreement, dated as of April 28, 2020, and as further amended, modified, extended, restated, replaced, or supplemented from time to time prior to the date hereof).

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(c) Other Material Information. The information set forth in response to Item 1011(c) of Regulation M-A is hereby amended and supplemented as follows:

On May 5, 2021, at the Special Meeting, Perspecta’s stockholders voted to (i) approve the adoption of the Merger Agreement and (ii) approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the Merger. The Merger Agreement was approved by the affirmative vote of the holders of a majority of the shares of the Company Common Stock entitled to vote thereon outstanding as of the close of business on the record date for the Special Meeting.

On May 6, 2021, Perspecta filed Articles of Merger with the State of Nevada, pursuant to which Merger Sub was merged with and into Perspecta, with Perspecta continuing as the surviving corporation in the Merger. As a result of the Merger, Perspecta became a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of Company Common Stock (other than Company Common Stock issued and held by Perspecta or any of Perspecta’s subsidiaries, and each share of Company Common Stock that was owned by Parent, Merger Sub, or any of their respective wholly-owned subsidiaries, in each case immediately prior to the Effective Time) was converted into the right to receive $29.35 in cash, without interest, less any applicable withholding taxes.

As a result of the Merger, the Company Common Stock has ceased to trade on the New York Stock Market (“NYSE”) and became eligible for delisting from NYSE and termination of registration under the Exchange Act. Perspecta has requested that NYSE file with the SEC a notification of removal from listing on Form 25 with respect to the delisting of the Company Common Stock from NYSE. Perspecta intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.