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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(RULE 13E-100)
RULE 13E-3
TRANSACTION STATEMENT
Under Section 13(e) of the
Securities Exchange Act of 1934
Amendment No. 4
SRA INTERNATIONAL,
INC.
(Name of Issuer)
SRA INTERNATIONAL, INC.
STERLING HOLDCO INC.
STERLING PARENT INC.
STERLING MERGER INC.
PROVIDENCE EQUITY PARTNERS VI L.P.
PROVIDENCE EQUITY PARTNERS VI-A L.P.
PROVIDENCE EQUITY GP VI, L.P.
PROVIDENCE EQUITY PARTNERS VI L.L.C.
PROVIDENCE FUND HOLDCO (DOMESTIC ECI) L.P.
PROVIDENCE MANAGING MEMBER L.L.C.
ERNST VOLGENAU
SARA VOLGENAU
THE ERNST VOLGENAU REVOCABLE TRUST
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST I
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST II
THE ERNST VOLGENAU 2010 GRANTOR RETAINED ANNUITY TRUST
(Name of Persons
Filing Statement)
Class A Common Stock, par
value $0.004 per share
(Title of Class of
Securities)
78464R 10 5
(CUSIP Number of
Class of Securities)
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SRA International, Inc.
c/o Corporate
Secretary
4300 Fair Lakes Court
Fairfax, VA 22033
(703) 803-1500
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Roman Bejger, Esq.
Providence Equity Partners L.L.C.
50 Kennedy Plaza,
18th
Floor
Providence, RI 02903
(401) 751-1700
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Ernst Volgenau
c/o SRA
International, Inc.
4300 Fair Lakes Court
Fairfax, VA 22033
(703) 803-1500
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of the persons filing
statement)
With copies to:
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George P. Stamas, Esq.
Alexander D. Fine, Esq.
Kirkland & Ellis LLP
655 Fifteenth Street, N.W.
Washington, D.C. 20005
(202) 879-5000
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Margaret A. Davenport, Esq.
William D. Regner, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
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Stephen I. Glover, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036
(202) 955-8500
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This statement is filed in connection with (check the
appropriate box):
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þ
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The filing of solicitation materials on an information statement
subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
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o
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The filing of a registration statement under the Securities Act
of 1933.
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A tender offer.
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o
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None of the above.
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Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies: o
Check the following box if the filing is a final amendment
reporting the results of the
transaction: þ
CALCULATION
OF FILING FEE
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Amount of
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Transaction Valuation*
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Filing Fee**
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$1,888,885,411
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$219,299.60
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*
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For purposes of calculating the
filing fee only, the transaction value was determined based upon
the sum of (A) (1) 58,565,182 shares of common stock
(including restricted shares) that are proposed to be retired in
the merger, multiplied (2) by $31.25 per share (the
“Per Share Merger Consideration”) and
(B) $58,723,474 expected to be paid upon cancellation of
all outstanding stock options.
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**
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The filing fee, calculated in
accordance with
Rule 0-11
of the Securities Exchange Act of 1934, is calculated by
multiplying the Transaction Valuation by .00011610.
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid: $219,078.20
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: SRA International, Inc.
Date Filed: April 18, 2011
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Amount Previously Paid: $234.27
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: SRA International, Inc.
Date Filed: May 23, 2011
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Introduction
This Amendment No. 4 (the “Final
Amendment”) to the
Rule 13E-3
transaction statement on
Schedule 13E-3,
together with the exhibits hereto (as amended, 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 (the
“Exchange Act”), jointly by the following
persons (each, a “Filing Person,” and
collectively, the “Filing Persons”): SRA
International, Inc., a Delaware corporation
(“SRA,” or the “Company”), the
issuer of the Class A common stock, par value $0.004 per
share (the “Company Class A Common Stock”)
that is subject to the
Rule 13e-3
transaction; Providence Equity Partners VI L.P., a Delaware
limited partnership (“PVI”); Providence Equity
Partners VI-A L.P., a Delaware limited partnership
(“PVI-A”); Providence Equity GP VI, L.P., a
Delaware limited partnership; Providence Equity Partners VI
L.L.C., a Delaware limited liability company; Providence
Managing Member L.L.C.; Providence Fund Holdco (Domestic
ECI) L.P.; Sterling Holdco Inc., a Delaware corporation
(“Holdco”); Sterling Parent Inc., a Delaware
corporation and a wholly owned subsidiary of Holdco
(“Parent”); Sterling Merger Inc., a Delaware
corporation and a wholly owned subsidiary of Parent
(“Merger Sub” and, collectively with Holdco and
Parent, the “Sterling Entities”); Ernst
Volgenau, an individual and Chairman of the Company
(“Dr. Volgenau”); Sara Volgenau, an
individual; The Ernst Volgenau Revocable Trust; The Ernst
Volgenau 2011 Charitable Remainder Unitrust I; The Ernst
Volgenau 2011 Charitable Remainder Unitrust II; and The Ernst
Volgenau 2010 Grantor Retained Annuity Trust.
This
Schedule 13E-3
relates to the Agreement and Plan of Merger, dated as of
March 31, 2011, by and among Parent, Merger Sub and the
Company (the “Merger Agreement”), providing for
the merger of Merger Sub with and into the Company (the
“Merger”), with the Company surviving the
Merger as a wholly owned subsidiary of Parent. Parent and Merger
Sub are beneficially owned by PVI and PVI-A.
This Final Amendment is being filed pursuant to
Rule 13e-3(d)(3)
to report the results of the transaction that is the subject of
this
Schedule 13E-3.
All information contained in this
Schedule 13E-3
concerning each Filing Person has been supplied by such Filing
Person. No Filing Person, including the Company, has
independently verified, or makes any representation or warranty
as to, any information supplied by any other Filing Person.
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Item 15.
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Additional
Information.
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Item 15(b) is hereby amended and supplemented as follows:
On July 15, 2011, at the special meeting of the
stockholders of the Company, the Company’s stockholders
voted to adopt the Merger Agreement with the affirmative vote of
(1) the holders of a majority of the outstanding shares of
the Company’s common stock entitled to vote on such matter
and (2) the holders of a majority of the outstanding shares
of the Company Class A Common Stock (excluding all such
shares beneficially owned, whether directly or indirectly, by
Dr. Ernst Volgenau) entitled to vote on such matter.
On July 20, 2011, the Company filed a Certificate of Merger
with the Secretary of State of the State of Delaware, pursuant
to which the Merger became effective. Upon the Merger each
outstanding share of the SRA common stock was converted into the
right to receive $31.25 per share in cash, without interest and
less any applicable withholding taxes, excluding
(a) treasury shares owned by the Company, (b) shares
owned by Parent, Merger Sub or any other direct or indirect
wholly owned subsidiary of Parent, including shares of SRA
common stock contributed to Holdco by the Ernst Volgenau
Revocable Trust immediately prior to the Merger and
(c) shares owned by stockholders who have exercised,
perfected and not withdrawn a demand for, or lost the right to,
appraisal rights under Delaware law. Upon the Merger, the
Company became a wholly owned subsidiary of Parent and the
separate corporate existence of Merger Sub ceased.
As a result of the Merger, SRA common stock ceased to trade on
The New York Stock Exchange (“NYSE”) prior to
the opening of trading on July 21, 2011 and became eligible
for delisting from the NYSE and termination of registration
pursuant to
Rules 12g-4(a)(1)
and
12h-3(b)(1)(i)
of the Exchange Act. The Company intends to file a Certification
and Notice of Termination on Form 15 with the SEC in order
to deregister its common stock under the Exchange Act.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
SRA INTERNATIONAL, INC.
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By:
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/s/ Richard
J. Nadeau
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Richard J. Nadeau
Executive Vice President and
Chief Financial Officer
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
STERLING HOLDCO INC.
Julie G. Richardson
President
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
STERLING PARENT INC.
Julie G. Richardson
President
Dated: July 20, 2011
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
STERLING MERGER INC.
Julie G. Richardson
President
Dated: July 20, 2011
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true,
complete and correct.
PROVIDENCE FUND HOLDCO (DOMESTIC ECI) L.P.
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By:
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Providence Managing Member L.L.C., its sole
general partner
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By:
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/s/ Julie
G. Richardson
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Julie G. Richardson
Authorized Signatory
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true,
complete and correct.
PROVIDENCE MANAGING MEMBER L.L.C.
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By:
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/s/ Julie
G. Richardson
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Julie
G. Richardson
Authorized Signatory
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
PROVIDENCE EQUITY PARTNERS VI L.P.
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By:
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Providence Equity GP VI, L.P., its sole general partner
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By:
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Providence Equity Partners VI L.L.C., its sole general partner
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By:
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/s/ Julie
G. Richardson
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Julie G. Richardson
Managing Director
Dated: July 20, 2011
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
PROVIDENCE EQUITY PARTNERS VI-A L.P.
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By:
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Providence Equity GP VI, L.P., its sole general partner
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By:
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Providence Equity Partners VI L.L.C., its sole general partner
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By:
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/s/ Julie
G. Richardson
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Julie G. Richardson
Managing Director
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
PROVIDENCE EQUITY GP VI, L.P.
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By:
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Providence Equity Partners VI L.L.C., its sole general partner
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By:
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/s/ Julie
G. Richardson
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Julie G. Richardson
Managing Director
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
PROVIDENCE EQUITY PARTNERS VI L.L.C.
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By:
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/s/ Julie
G. Richardson
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Julie G. Richardson
Managing Director
Dated: July 20, 2011
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
ERNST VOLGENAU
Ernst Volgenau
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE ERNST VOLGENAU REVOCABLE TRUST
Ernst Volgenau, as Trustee
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST I
Ernst Volgenau, as Trustee
Dated: July 20, 2011
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After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE ERNST VOLGENAU 2011 CHARITABLE REMAINDER UNITRUST II
Ernst Volgenau, as Trustee
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
THE ERNST VOLGENAU 2010 GRANTOR RETAINED ANNUITY TRUST
Sara Volgenau, as Trustee
Dated: July 20, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is
true, complete and correct.
SARA VOLGENAU
Sara Volgenau
Dated: July 20, 2011
7
EXHIBIT INDEX
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(a)(2)(i)
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Proxy Statement of SRA International, Inc., incorporated by
reference to the Schedule 14A filed with the Securities and
Exchange Commission (the “SEC”) on June 15,
2011 (the “Proxy Statement”).
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(a)(2)(ii)
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Form of Proxy Card, incorporated herein by reference to the
Proxy Statement.
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(a)(2)(iii)
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Joint Press Release issued by SRA International, Inc. and
Providence Equity Partners, dated April 1, 2011,
incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
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(a)(2)(iv)
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Letter to the Employees of SRA International, Inc. from Ernst
Volgenau, transmitted April 1, 2011, incorporated by
reference to Exhibit 99.2 to the Company’s Current
Report on
Form 8-K
filed with the SEC on April 1, 2011.
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(a)(2)(v)
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Letter to the Employees of SRA International, Inc. from Stanton
Sloane, transmitted April 1, 2011, incorporated by
reference to Exhibit 99.3 to the Company’s Current
Report on
Form 8-K
filed with the SEC on April 1, 2011.
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(a)(2)(vi)
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Frequently Asked Questions, issued to the employees of SRA
International, Inc., transmitted April 1, 2011,
incorporated by reference to Exhibit 99.4 to the
Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
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(a)(2)(vii)
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Letter to the Customers of SRA International, Inc., dated
April 1, 2011, incorporated by reference to
Exhibit 99.1 to the Company’s Current Report on
Form 8-K
filed with the SEC on April 1, 2011.
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(b)(1)
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Amended and Restated Debt Commitment Letter, dated as of
April 29, 2011, by and among Citigroup Global Markets,
Inc., Merrill Lynch, Pierce, Fenner & Smith Inc.,
Goldman Sachs Lending Partners LLC, Credit Suisse AG, Credit
Suisse Securities (USA) LLC and Sterling Merger Inc.**
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(c)(1)
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Opinion of Houlihan Lokey Capital, Inc., dated March 31,
2011, incorporated herein by reference to Annex C to the
Proxy Statement.
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(c)(2)
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Presentation of Houlihan Lokey Capital, Inc. to the Special
Committee of the Board of Directors of SRA International, Inc.,
dated March 31, 2011.**
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(d)(1)
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Agreement and Plan of Merger, dated March 31, 2011, by and
among SRA International, Inc., Sterling Parent Inc. and Sterling
Merger Inc., incorporated herein by reference to Annex A to
the Proxy Statement.
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(d)(2)
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Equity Commitment Letter, dated as of March 31, 2011, by
and between Sterling Parent Inc., Providence Equity Partners VI
L.P. and Providence Equity Partners VI-A L.P.*
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(d)(3)
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Rollover Commitment Letter, dated as of March 31, 2011, by
and between The Ernst Volgenau Revocable Trust and Sterling
Holdco Inc.**
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(d)(4)
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Voting and Support Agreement, dated as of March 31, 2011,
by and between Sterling Parent Inc., Ernst Volgenau and the
other stockholders on the signature pages thereof, incorporated
by reference to Exhibit 7.3 to the Schedule 13D filed
with the SEC on April 8, 2011.
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(d)(5)
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Limited Guarantee, dated as of March 31, 2011, by and
between Providence Equity Partners VI L.P. and Providence Equity
Partners VI-A L.P. in favor of SRA International, Inc.*
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(d)(6)
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Form of Stockholders Agreement of Sterling Holdco Inc., by
and among Sterling Holdco Inc., Providence Equity Partners
VI L.P., Providence Equity Partners VI-A L.P., Ernst Volgenau
and The Ernst Volgenau Revocable Trust.**
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(f)
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Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Annex D to the Proxy
Statement.
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Previously filed on April 18, 2011. |
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** |
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Previously filed on May 23, 2011. |
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