Item 1.02.
Termination of a Material
Definitive Agreement.
On January 14, 2019, Science Applications International Corporation, a Delaware corporation (“SAIC”), completed its previously announced
acquisition of Engility Holdings, Inc., a Delaware corporation (“Engility”) pursuant to the terms of the Agreement and Plan of Merger, dated as of September 9, 2018 (as such agreement may be amended from time to time, the “Merger Agreement”), among
Engility, SAIC and Raptors Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of SAIC (“Merger Sub”), pursuant to which Merger Sub merged with and into Engility (the “Merger”), with Engility surviving the Merger as a
wholly owned subsidiary of SAIC.
On January 14, 2019, in connection with the completion of the Merger, Engility terminated the Credit Agreement (as defined below),
originally entered into on August 12, 2016 and as subsequently amended on each of February 13, 2017, August 14, 2017 and March 21, 2018, by and among Engility, Engility Corporation, a Massachusetts corporation and wholly owned subsidiary of
Engility (“Engility Corporation”), the several lenders from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (collectively, the “Credit Agreement”) and repaid all amounts outstanding thereunder. No
material early termination penalties were incurred by Engility, including Engility Corporation, in connection with the termination of the Credit Agreement.
In connection with the Merger, on December 12, 2018, Deutsche Bank Trust Company Americas, as trustee for Engility Corporation’s 8.875%
Senior Notes due 2024 (the “8.875% Notes”), at Engility Corporation’s direction, delivered a notice of redemption to the holders of all $300 million in aggregate principal amount of the 8.875% Notes, issued by Engility Corporation pursuant to an
Indenture, dated as of August 12, 2016 (the “Indenture”), among Engility Corporation, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee. The 8.875% Notes were redeemed in full on January 14, 2019 (the “Redemption
Date”) at a redemption price equal to the principal amount thereof, plus the “Applicable Premium” (as defined in the Indenture) of $23,853,000.00, plus accrued and unpaid interest up to, but not including, the Redemption Date (the “Redemption
Price”). On January 14, 2019, Engility Corporation caused to be deposited with Deutsche Bank Trust Company Americas, as trustee, funds sufficient to pay on the Redemption Date the Redemption Price, and on the same date, Engility Corporation
satisfied and discharged all of its and the related guarantors’ obligations under the Indenture.
In connection with the completion of the Merger, that certain Stockholders Agreement, dated February 26, 2015, as amended, by and among
Engility and Birch Partners, L.P. and for the limited purposes set forth therein, KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P., KKR Initial Investors and GA Initial Investors (as defined therein) terminated pursuant to its terms.