DynCorp International Stockholders to Receive $17.55 per
Share in Cash; Transaction Valued at $1.5 Billion
Falls Church, Va, (April 12, 2010) - DynCorp
International, Inc. (NYSE: DCP), a leading global government
services provider in support of U.S. national security and foreign
policy objectives, today announced it has entered into a definitive
agreement to be acquired by affiliated funds and/or managed
accounts of private investment firm Cerberus Capital Management,
L.P. ("Cerberus") in a transaction with a total value of
approximately $1.5 billion, including the assumption of
debt.
The agreement was approved by DynCorp International's Board of Directors and the Board will recommend that DynCorp International's stockholders approve the transaction. Under the agreement, DynCorp International's stockholders will receive $17.55 in cash for each share of DynCorp International common stock they own, representing a premium of approximately 49% percent, based on the closing trading price of $11.75 on April 9, 2010, and approximately 50% over the 90-day average closing trading price. Cerberus has obtained fully committed financing for the transaction, consisting of a combination of equity financing from Cerberus and debt financing from Bank of America Merrill Lynch, Citigroup Global Markets Inc., Barclays Bank PLC, and Deutsche Bank Securities Inc. Each institution acted as a financial advisor to Cerberus as well.
William L. Ballhaus, DynCorp International's President and Chief
Executive Officer, commented on the transaction stating, "We are
very excited about today's announcement and what it means for
DynCorp International, our employees and our customers going
forward. I believe that under this partnership with Cerberus,
DynCorp International will be able to build on our extensive
heritage and successful performance to continue to achieve our
growth objectives. Importantly, this transaction is a major
milestone for DynCorp International's continued leadership in
serving our customers and supporting U.S. national security and
foreign policy objectives."
"Cerberus is pleased to partner with the outstanding management
team and dedicated employees of DynCorp International," said
Timothy F. Price, Cerberus Managing Director and
spokesperson. "This exciting news underscores our successful
track record in the government services sector and furthers our
goal of continuing to grow our portfolio in this area. DynCorp
International has a demonstrated history of strong customer
oriented performance, from a unique global platform. We are
confident that DynCorp International will continue to serve its
customers well while expanding its service offerings to current and
prospective customers."
Transaction Details
Completion of the transaction is subject to customary conditions,
including approval of the merger by the holders of a majority of
the outstanding shares of DynCorp International's common stock and
regulatory approvals including expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. Assuming the satisfaction of conditions, the
transaction is expected to close in the third or fourth calendar
quarter of 2010. Upon completion of the merger, DynCorp
International will become a private company, wholly-owned by
Cerberus.
Under the terms of the agreement, DynCorp International may solicit alternative proposals from third parties for the 28-day period following the signing and intends to consider any such proposals. There can be no assurance that the solicitation of such proposals will result in an alternative transaction. In addition, DynCorp International may, at any time, subject to the terms of the merger agreement, respond to unsolicited proposals.
Affiliates of Veritas Capital Fund Management, L.L.C. have executed a Voting Agreement pursuant to which they have agreed to vote shares owned by them representing, in the aggregate, 34.9% of the outstanding shares of DynCorp International in favor of the transaction.
Goldman, Sachs & Co. acted as financial advisor to DynCorp International. Schulte Roth & Zabel LLP acted as outside legal counsel to the Company and Board of Directors of the Company. Richards, Layton & Finger, P.A. acted as special outside counsel to the Board of Directors of the Company.
Evercore Partners along with the previously mentioned Banks
acted as financial advisors to Cerberus. Akin Gump Strauss Hauer
& Feld LLP and Jenner & Block, LLP acted as outside legal
counsel to Cerberus.
About DynCorp International Inc.
DynCorp International is a global government services provider in
support of U.S. national security and foreign policy objectives,
delivering support solutions for defense, diplomacy, and
international development. DynCorp International operates major
programs in logistics, platform support, contingency operations,
and training and mentoring to reinforce security, community
stability, and the rule of law. DynCorp International is
headquartered in Falls Church, Va. For more information, visit
www.dyn-intl.com .
About Cerberus Capital Management, L.P.
Cerberus Capital Management, L.P., along with its affiliates, is
one of the world's leading private investment firms with
approximately $23 billion under management in funds and accounts.
Through its team of investment and operations professionals,
Cerberus specializes in providing both financial resources and
operational expertise to help transform undervalued companies into
industry leaders for long-term success and value creation. Cerberus
holds controlling or significant minority interests in companies
around the world. Cerberus is headquartered in New York City
with affiliate and/or advisory offices in the United States,
Europe, the Middle East and Asia. For more information, visit
www.cerberuscapital.com .
Forward-Looking Statements
This communication contains forward-looking statements that
involve numerous risks and uncertainties. The statements
contained in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange
Act of 1934, as amended, including, without limitation, statements
regarding the expected benefits and closing of the proposed Merger,
the management of the Company and the Company's expectations,
beliefs and intentions. All forward-looking statements
included in this communication are based on information available
to the Company on the date hereof. In some cases, you can
identify forward-looking statements by terminology such as "may,"
"can," "will," "should," "could," "expects," "plans,"
"anticipates," "intends," "believes," "estimates," "predicts,"
"potential," "targets," "goals," "projects," "outlook," "continue,"
"preliminary," "guidance," or variations of such words, similar
expressions, or the negative of these terms or other comparable
terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do so, what impact they will have on our
results of operations or financial condition. Accordingly,
actual results may differ materially and adversely from those
expressed in any forward-looking statements. Neither the
Company nor any other person can assume responsibility for the
accuracy and completeness of forward-looking statements.
There are various important factors that could cause actual results
to differ materially from those in any such forward-looking
statements, many of which are beyond the Company's control.
These factors include: failure to obtain stockholder approval of
the proposed Merger; failure to obtain, delays in obtaining or
adverse conditions contained in any required regulatory or other
approvals; failure to consummate or delay in consummating the
transaction for other reasons; changes in laws or regulations; and
changes in general economic conditions. The Company
undertakes no obligation (and expressly disclaims any such
obligation) to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. For additional information please refer to the
Company's most recent Form 10-K, 10-Q and 8-K reports filed with
the SEC.
Additional Information and Where To Find It
In connection with the proposed Merger and required stockholder
approval, the Company will file a proxy statement with the
SEC. The definitive proxy statement will be mailed to
stockholders of the Company. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER.
Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with
the SEC at the SEC's web site at www.sec.gov. In addition,
the documents filed by the Company with the SEC may be obtained
free of charge by contacting DynCorp International Inc., Attn:
Corporate Secretary, DynCorp International Inc., 3190 Fairview Park
Drive, Suite 700, Falls Church, VA 22042. Our filings
with the SEC are also available on our website at
The Company and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
Company's stockholders with respect to the Merger.
Information about the Company's executive officers and directors
and their ownership of the Company's Class A Common Stock is set
forth in the proxy statement for the Company's 2009 Annual Meeting
of Stockholders, which was filed with the SEC on June 15,
2009. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the
Company and its respective executive officers and directors in the
Merger by reading the preliminary and definitive proxy statements
regarding the Merger, which will be filed with the SEC.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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