CSRA INC. (NYSE:CSRA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On February9, 2018, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective immediately (the “Bylaws Amendment”). The Bylaws Amendment added a new Article X to the Bylaws, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions involving the Company will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, any state or federal court within the State of Delaware). Further, the Bylaws Amendment provides that any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company will be deemed to have notice of and consented to the personal jurisdiction of such courts. The foregoing summary of the Amendment is qualified in its entirety to the text of the Bylaws Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

On February12, 2018, the Company and Parent issued a joint press release announcing the proposed Offer and Merger, a copy of which is filed as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 1.01 is being furnished and will not be deemed filed for purposes of Section18 of the Exchange Act, or otherwise subject to the liability of that section, nor will such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

On February9, 2018, in advance of the Company’s entry into the Merger Agreement, and solely in the interest of avoiding further litigation while the Merger is pending and post-Merger, the Company entered into an agreement with Computer Sciences Corporation (“CSC”) and the State of Maryland (“State”) to settle all contract claims and other disputes between CSC and the State concerning the formation, scope, performance, suspension, and termination of the Medicaid Enterprise Restructuring Project (“MERP”) contract. to the settlement, the Company made a one-time payment to the State on behalf of CSC in the amount of $81million. Additional consideration includes broad, mutual general releases, including the release of CSC’s principal subcontractor on the contract, no admissions of liability, and conversion of the State’s default termination of the MERP contract to a convenience termination.

Important Information for Investors and Stockholders

The Offer referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer to purchase shares of the Company common stock will only be made to an offer to purchase and related tender offer materials. At the time the Offer is commenced, Merger Sub and Parent will file a tender offer statement on Schedule TO and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the Offer. The tender offer materials (including the offer to purchase, a related letter of transmittal and other tender offer documents) and the Solicitation/Recommendation statement on Schedule 14D-9 will contain important information and the Company stockholders are urged to read these documents carefully when they become available before making any decision regarding tendering their shares of the Company common stock. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free on the Company’s website at www.CSRA.com.

In connection with the potential merger, the Company would expect to file a proxy statement with the SEC, as well as other relevant materials in connection with the proposed transaction to the terms of the Merger Agreement. The materials to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website at www.CSRA.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they contain important information about the Merger and the parties to the Merger.

The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed merger under SEC rules. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2017 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended March31, 2017, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the Merger when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the Merger when it becomes available.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as“believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions.By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; the prospective performance and outlook of the Company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.

The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i)uncertainties as to the timing of the Offer and the Merger; (ii)the risk that the proposed transaction may not be completed in a timely manner or at all; (iii)uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; (iv)the possibility that competing offers or acquisition proposals for the Company will be made; (v)the possibility that any or all of the various conditions to the consummation of the Offer or the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement , including in circumstances that would require the Company to pay a termination fee or other expenses; (vii)the effect of the pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii)risks related to diverting management’s attention from the Company’s ongoing business operations; (ix)the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; and (x)other factors as set forth from time to time in the Company’s filings with the SEC, including its Form 10-K for the fiscal year ended March31, 2017 and any subsequent Form 10-Qs, as well as the Tender Offer Statement on Schedule TO and other tender offer documents that will be filed by Merger Sub and Parent. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. the Company expressly disclaims any intent or obligation to update, supplement or revise publicly these forward-looking statements except as required by law.

CSRA Inc. Exhibit
EX-2.1 2 d519616dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 EXECUTION COPY     AGREEMENT AND PLAN OF MERGER BY AND AMONG CSRA INC.,…
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About CSRA INC. (NYSE:CSRA)

CSRA Inc. is a provider of information technology services to the United States federal government. The Company operates through two segments: Defense and Intelligence, and Civil. The Defense and Intelligence segment provides services to the Department of Defense (DoD), National Security Agency, branches of the Armed Forces, and other DoD and Intelligence agencies. The Civil segment provides services to various federal agencies within the Department of Homeland Security (the DHS), Department of Health and Human services, and other federal civil agencies, as well as various state and local government agencies. It supplies civil government agencies with mission information systems and associated technical support services. It provides its customers with technical services across service areas, including Digital Services, Enterprise Business Services, Digital Platforms, Cyber, Data Science, and Professional and Citizen Services. It has conducted operations in over 130 locations.