Written Communication Relating to an Issuer or Third Party (sc To-c)
February 21 2018 - 5:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CSRA Inc.
(Name of Subject Company (Issuer)
Red Hawk Enterprises Corp.
a wholly owned subsidiary of
General Dynamics Corporation
(Name of Filing Persons (Offerors))
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
12650T104
(CUSIP Number
of Class of Securities)
Gregory S. Gallopoulos, Esq.
Senior Vice President, General Counsel and Secretary
General Dynamics Corporation
2941 Fairview Park Drive, Suite 100
Falls Church, Virginia 22042-4513
(703)
876-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies of all communications, including communications sent to agent for service, should be sent to:
Joseph P. Gromacki, Esq.
Jenner & Block LLP
353 N. Clark Street
Chicago, Illinois 60654-3456
(312)
222-9350
CALCULATION
OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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Not applicable*
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Not applicable*
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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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: N/A
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Filing Party: N/A
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Form or Registration No.: N/A
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Date Filed: N/A
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☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the tender offer: ☐
This filing relates solely to preliminary communications made before the commencement of a planned tender offer
by Red Hawk Enterprises Corp., a Nevada corporation (Merger Sub) and a wholly owned subsidiary of General Dynamics Corporation, a Delaware corporation (General Dynamics), for all of the outstanding common stock of CSRA Inc.,
a Nevada corporation (CSRA), to be commenced pursuant to the Agreement and Plan of Merger, dated as of February 9, 2018, among General Dynamics, Merger Sub and CSRA (the Merger Agreement).
Notice to Investors
In accordance with the Merger
Agreement referenced in this filing, Merger Sub will commence a tender offer, but the tender offer has not yet commenced. This filing and the exhibit to this filing are not a recommendation, an offer to purchase or a solicitation of an offer to sell
shares of CSRA stock. At the time the tender offer is commenced, Merger Sub will file a tender offer statement and related exhibits with the SEC and CSRA will file a solicitation/recommendation statement with respect to the tender offer. Investors
and stockholders of CSRA are strongly advised to read the tender offer statement (including the related exhibits) and the solicitation/recommendation statement, as they may be amended from time to time, when they become available, because they will
contain important information that stockholders should consider before making any decision regarding tendering their shares. The tender offer statement (including the related exhibits) and the solicitation/recommendation statement will be available
at no charge on the SECs website at www.sec.gov. In addition, the tender offer statement and other documents that Merger Sub files with the SEC will be made available to all stockholders of CSRA free of charge at www.generaldynamics.com.
The solicitation/recommendation statement and the other documents filed by CSRA with the SEC will be made available to all stockholders of CSRA free of charge at www.CSRA.com.
Forward-Looking Statements
Certain statements made in this filing and the exhibit to this filing, including any statements as to future results of operations and financial projections,
may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, statements about the potential benefits of the
proposed acquisition of CSRA; the prospective performance and outlook of the combined companys business, performance and opportunities, including the ability to deliver more innovative, leading-edge solutions; 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. Forward-looking statements are based on managements expectations, estimates,
projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is
forecast in forward-looking statements due to a variety of factors. 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 tender 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 CSRAs stockholders tendering their shares in
the tender offer; (iv) the possibility that competing offers or acquisition proposals for CSRA will be made; (v) the possibility that any or all of the various conditions to the consummation of the tender 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; (vii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and
liability; and (viii) other factors as set forth from time to time in General Dynamics and CSRAs filings with the SEC, including their respective Annual Reports on Form
10-K
and Quarterly Reports on
Form
10-Q,
as well as the tender offer statement, solicitation/recommendation statement and other tender offer documents that will be filed by General Dynamics, Merger Sub and CSRA. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof.
All forward-looking statements speak only as of the
date they were made. General Dynamics does not undertake any obligation to update or publicly release any revisions to any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this filing.
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