seek, among other things, an order enjoining Perspecta from holding the stockholder meeting to vote on the proposed Merger and taking any steps to consummate the proposed Merger or, in the event the proposed Merger is consummated, an order rescinding, to the extent already implemented, the Merger or any terms thereof, or granting rescissory damages, and to recover an unspecified amount of damages resulting from the alleged violations of fiduciary duties. Five subsequent complaints were filed in U.S. District Courts: Robbins v. Perspecta Inc. et al., Case No. 1:21-cv-01841, was filed on April 5, 2021, in the Eastern District of New York; Debiak v. Perspecta Inc. et al., Case No. 1:21-cv-03076, was filed on April 9, 2021, in the Southern District of New York; Weiss v. Perspecta Inc. et al., Case No. 3:21-cv-00649, was filed on April 14, 2021, in the Southern District of California; Parshall v. Perspecta Inc. et al., Case No. 3:21-cv-00678, was filed on April 16, 2021, in the Southern District of California, and Ciccotelli v. Perspecta Inc. et al., Case No. 2:21-cv-01863, was filed on April 21, 2021, in the Eastern District of Pennsylvania. Each of these five complaints alleges Perspecta and members of the Board violated Section 14(a) of the Exchange Act, as well as SEC Rule 14a-9 promulgated thereunder, by disseminating a materially incomplete and misleading proxy statement in connection with the proposed Merger. Each also alleges the members of the Board violated Section 20 of the Exchange Act by exercising control over person or persons who violated Section 14(a) of the Exchange Act and SEC Rule 14a-9. All of the complaints filed in U.S. District Courts seek an order enjoining the consummation of the Merger, as well as other relief similar to that sought in the Wilson and Waterman actions. It is possible additional lawsuits may be filed between the date of this proxy statement and consummation of the Merger.
The disclosure in the section entitled “Background of the Merger” under the heading “Special Factors” beginning on page 13 of the Proxy Statement is hereby amended by inserting a new paragraph after the sixth paragraph on page 18:
Also on December 27, 2020, representatives of Goldman Sachs delivered a relationship disclosure letter to the Board providing information regarding certain of Goldman Sachs’ relationships with Veritas Capital, and certain of its affiliates and portfolio companies, which the Board did not believe would adversely affect its independence.
The disclosure in the section entitled “Opinions of Perspecta’s Financial Advisors—Financial Analyses of Goldman Sachs” under the heading “Special Factors” beginning on page 32 of the Proxy Statement is hereby amended by:
Amending and restating the second paragraph on page 33 as follows:
Using discount rates ranging from 6.25% to 7.25%, reflecting estimates of the Company’s weighted average cost of capital, and a mid-year convention, Goldman Sachs derived a range of illustrative enterprise values for the Company, by discounting to present value as of January 1, 2021, (a) the estimates of the unlevered free cash flow to be generated by the Company for the period from January 1, 2021 to March 31, 2026, as reflected in the Forecasts, and (b) a range of illustrative terminal values for the Company as of April 1, 2026, calculated by applying a range of terminal year multiples of 8.5x to 10.5x to the Company’s estimated terminal year Adjusted EBITDA of $624 million as reflected in the Forecasts. Based on Goldman Sachs’ professional judgment and experience, Goldman Sachs derived such discount rates by application of the capital asset pricing model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of terminal year multiples of enterprise value to EBITDA was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and historical multiples for the Company.
Amending and restating the third paragraph on page 33 as follows:
Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived as described above and adding the estimated net present value of the Company’s future tax benefits, as calculated by Goldman Sachs using the Tax Attributes and a discount rate of 4.50%, reflecting an estimate of the Company’s cost of debt. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived the Company’s net debt as of January 1, 2021 of $2.19 billion, as provided by management of the Company, to derive a range of illustrative equity values for the Company.