- Amended tender offer statement by Third Party (SC TO-T/A)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

(Rule 14d-100)

 

Amendment No. 5

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF

THE SECURITIES EXCHANGE ACT OF 1934

 

ATS Corporation

(Name of Subject Company (Issuer))

 

Atlas Merger Subsidiary, Inc.

(Offeror)

A Wholly Owned Subsidiary of

 

Salient Federal Solutions, Inc.

(Parent of Offeror)

(Name of Filing Persons (Identifying status as offeror, issuer or other person))

 

COMMON STOCK, $0.0001 Par Value

(Title of Class Securities)

 

00211E104

(CUSIP Number of Class of Securities)

 

Thomas E. Dunn

Executive Vice President and Chief Financial Officer

Salient Federal Solutions

4000 Legato Road, Suite 600

Fairfax, Virginia 22033

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:

Lawrence T. Yanowitch, Esq.

Charles W. Katz, Esq.

Lawrence R. Bard, Esq.

Morrison & Foerster LLP

1650 Tysons Boulevard, Suite 400

McLean, Virginia 22102

[phone]

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
$76,096,838.40(1)		$8,720.70(2)

 

(1) Estimated for purposes of calculating the filing fee only. This amount is determined by multiplying 23,780,262 shares of ATS Corporation common stock (representing the shares of common stock outstanding, including shares of common stock subject to vesting or other forfeiture conditions or repurchase by ATS Corporation and shares issuable pursuant to outstanding ATS Corporation employee stock options, in each case as of February 27, 2012) by $3.20 per share, which is the offer price.

 

(2) The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146.

 

x           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.

 

Amount Previously Paid: $8,720.70		Filing Party: Atlas Merger Subsidiary, Inc. and Salient Federal Solutions, Inc.
Form or Registration No.: Schedule TO		Date Filed: February 28, 2012

 

o                                     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x            Third-party tender offer subject to Rule 14d-1.

 

o             Issuer tender offer subject to Rule 13e-4.

 

o             Going-private transaction subject to Rule 13e-3.

 

o             Amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o             Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

o             Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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This Amendment No.5 to the Tender Offer Statement on Schedule TO (this “Amendment”) is filed by (i) Atlas Merger Subsidiary, Inc. a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Salient Federal Solutions, Inc., a Delaware corporation (“Parent”) and (ii) Parent. This Amendment amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 28, 2012 (together with any amendments and supplements thereto, the “Schedule TO”), and relates to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of ATS Corporation, a Delaware corporation (the “Company”), at a purchase price of $3.20 per Share net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 28, 2012 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which together with any amendments or supplements thereto, collectively constitute the “Offer”.

 

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

 

Items 1 and 4.     Summary Term Sheet; Terms of the Transaction.

 

Items 1 and 4 of the Schedule TO are hereby amended and supplemented by adding the following:

 

“Parent entered into an Escrow Agreement dated as of March 23, 2012 with Citizens Bank of Pennsylvania, King & Spalding LLP and certain Guarantors and Lenders (as defined therein) (the “Escrow Agreement”), pursuant to which the parties agreed on the final forms of the Credit Agreement and related ancillary documents and deliverables in connection with the Debt Financing, and deposited such documents and the signature pages of the parties into escrow to be automatically released on satisfaction of customary conditions set forth in the Escrow Agreement, including, without limitation, the concurrent consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with its terms and the concurrent consummation of the Equity Financing and the purchase of the subordinated note portion of the Mezzanine Financing.  The Credit Agreement that was agreed upon in connection with the Escrow Agreement serves to effect the Debt Financing for $95,000,000, comprised of a $70,000,000 term loan and $25,000,000 in revolving loans.

 

Parent also entered into an Escrow Agreement dated as of March 23, 2012 with PNC Capital Finance, LLC, Cohen & Grigsby, P.C. and certain Guarantors (as defined therein) (the “Mezzanine Escrow Agreement”), pursuant to which the parties agreed on the final forms of the Note Purchase Agreement and related ancillary documents and deliverables in connection with the Mezzanine Financing, and deposited such documents and the signature pages of the parties into escrow to be automatically released on satisfaction of customary conditions set forth in the Mezzanine Escrow Agreement, including, without limitation, the concurrent consummation of the Merger and the other transactions contemplated by the Merger Agreement in accordance with its terms and the concurrent consummation of the Equity Financing and the Debt Financing.  The Note Purchase Agreement that was agreed upon in connection with the Mezzanine Escrow Agreement serves to effect that portion of the Mezzanine Financing comprised of $12,250,000 of senior subordinated notes.

 

The Company, Parent and Purchaser have agreed to extend the Offer such that it remains open for an additional five business days, until 11:59 p.m., New York City time, on March 29, 2012. Subject to the satisfaction as of the extended Expiration Date of the conditions described in the Offer, Purchaser anticipates that the closing of the Offer and the Merger will occur on or before March 30, 2012.

 

The full text of the joint press release issued by the Company and Parent on March 23, 2012 is filed as Exhibit (a)(5)(D) hereto and is incorporated by reference.”

 

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Item 12. Exhibits.

 

Item 12 of the Schedule TO is hereby amended and supplemented by inserting the following exhibits:

 

Exhibit (a)(5)(D)		Joint Press Release issued on March 23, 2012.
Exhibit (b)(5)		Escrow Agreement, dated as of March 23, 2012, by and among Salient Federal Solutions, Inc. , the Guarantors (as defined therein) , the Lenders (as defined therein), Citizens Bank of Pennsylvania and King & Spalding LLP (including (1) Form of Credit Agreement, by and among Salient Federal Solutions, Inc., Salient Solutions, Inc., each of those domestic subsidiaries of Salient Federal Solutions, Inc. identified as a “Guarantor” on the signature pages thereto and such other domestic subsidiaries of Salient Federal Solutions, Inc. as may from time to time become a party thereto, the Lenders (as defined therein) from time to time party hereto, and Citizens Bank Of Pennsylvania and (2) Form of Subordination and Intercreditor Agreement (the “Intercreditor Agreement”).)
Exhibit (b)(6)		Escrow Agreement, dated as of March 23, 2012, by and among Salient Federal Solutions, Inc. , the Guarantors (as defined therein) , each of the Investors (as defined therein) party thereto and Cohen & Grigsby, P.C. (including (1) Form of Note Purchase Agreement, by and among Salient Federal Solutions, Inc., Salient Solutions, Inc., each of those domestic subsidiaries of Salient Federal Solutions, Inc. identified as a “Guarantor” on the signature pages thereto and such other domestic subsidiaries of Salient Federal Solutions, Inc. as may from time to time become a party hereto and the Investors (as defined therein) listed on the signature page thereof, (2) Form of Note, and (3) the Intercreditor Agreement filed in Exhibit (b)(5).)

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

		ATLAS MERGER SUBSIDIARY, INC.
	By	/s/ Thomas E. Dunn
		Name:	Thomas E. Dunn
		Title:	Chief Financial Officer
		SALIENT FEDERAL SOLUTIONS, INC.
	By	/s/ Thomas E. Dunn
		Name:	Thomas E. Dunn
		Title:	Executive Vice President and
			Chief Financial Officer

 

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Exhibit Index

 

Exhibit		Exhibit Name
(a)(1)(A)		Offer to Purchase dated February 28, 2012.*
(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(5)(A)		Joint Press Release issued on February 21, 2012, incorporated herein by reference to the Schedule TO filed by Salient Federal Solutions Inc. on February 21, 2012.*
(a)(5)(B)		Summary Newspaper Advertisement as published in The New York Times on February 28, 2012.*
(a)(5)(C)		Salient — ATSC Transition Help Q&As dated March 6, 2012.+
(a)(5)(D)		Joint Press Release issued on March 23, 2012.
(b)(1)		Equity Commitment Letter, dated as of February 17, 2012, by and among Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership, Frontenac IX Private Capital (Cayman) Limited Partnership and Salient Federal Solutions, Inc.*
(b)(2)		Mezzanine Financing Letter, dated as of February 16, 2012, by and between PNC Mezzanine Capital and Salient Federal Solutions, Inc.*
(b)(3)		Debt Financing Letter, dated as of February 17, 2012, by and among RBS Citizens, N.A., Citizens Bank of Pennsylvania, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Bank of America, N.A., Suntrust Robinson Humphrey, Inc., Suntrust Bank and Salient Federal Solutions, Inc.*
(b)(4)		Limited Guaranty, dated as of February 21, 2012, by and among Frontenac IX Private Capital Limited Partnership, Frontenac IX Private Capital A Limited Partnership, Frontenac IX Private Capital (Cayman) Limited Partnership and ATS Corporation.*
(b)(5)		Escrow Agreement, dated as of March 23, 2012, by and among Salient Federal Solutions, Inc. , the Guarantors (as defined therein) , the Lenders (as defined therein), Citizens Bank of Pennsylvania and King & Spalding LLP, (including (1) Form of Credit Agreement, by and among Salient Federal Solutions, Inc., Salient Solutions, Inc., each of those domestic subsidiaries of Salient Federal Solutions, Inc. identified as a “Guarantor” on the signature pages thereto and such other domestic subsidiaries of Salient Federal Solutions, Inc. as may from time to time become a party thereto, the Lenders (as defined therein) from time to time party hereto, and Citizens Bank Of Pennsylvania and (2) Form of Subordination and Intercreditor Agreement (the “Intercreditor Agreement”).)
(b)(6)		Escrow Agreement, dated as of March 23, 2012, by and among Salient Federal Solutions, Inc. , the Guarantors (as defined therein) , each of the Investors (as defined therein) party thereto and Cohen & Grigsby, P.C, (including (1) Form of Note Purchase Agreement, by and among Salient Federal Solutions, Inc., Salient Solutions, Inc., each of those domestic subsidiaries of Salient Federal Solutions, Inc. identified as a “Guarantor” on the signature pages thereto and such other domestic subsidiaries of Salient Federal Solutions, Inc. as may from time to time become a party hereto and the Investors (as defined therein) listed on the signature page thereof, (2) Form of Note, and (3) the Intercreditor Agreement filed in Exhibit (b)(5).)

 

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(d)(1)		Agreement and Plan of Merger, dated as of February 21, 2012, by and among Salient Federal Solutions, Inc., Atlas Merger Subsidiary, Inc. and ATS Corporation, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(2)		Stockholder’s Agreement, dated as of February 21, 2012, by and among Joel R. Jacks, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(3)		Stockholder’s Agreement, dated as of February 21, 2012, by and among Peter M. Schulte, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.3 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(4)		Stockholder’s Agreement, dated as of February 21, 2012, by and among Dr. Edward H. Bersoff, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(5)		Undertaking Agreement, dated as of February 21, 2012, by and among Lampe, Conway & Co., LLC, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.5 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(6)		Undertaking Agreement, dated as of February 21, 2012, by and among Revelation Special Situations Fund Ltd., Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.6 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(7)		Undertaking Agreement, dated as of February 21, 2012, by and among Carl Marks & Co., Inc. and other parties, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.7 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(8)		Undertaking Agreement, dated as of February 21, 2012, by and among Minerva Group LP, Salient Federal Solutions, Inc. and Atlas Merger Subsidiary, Inc., incorporated herein by reference to Exhibit 2.8 to the Current Report on Form 8-K filed by ATS Corporation on February 21, 2012.*
(d)(9)		Exclusivity Agreement, dated as of October 4, 2011, by and between ATS Corporation and Salient Federal Solutions, Inc.*
(d)(10)		First Amendment to Exclusivity Agreement, dated as of November 4, 2011, by and between Salient Federal Solutions, Inc. and ATS Corporation.*
(d)(11)		Non-Disclosure Agreement, dated as of March 31, 2011, by and between ATS Corporation and Salient Federal Solutions, Inc.*
(g)		None.
(h)		None.

 

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*  Previously filed with the Tender Offer Statement on Schedule TO filed on February 28, 2012.

 

+  Previously filed with Amendment No. 2 to the Tender Offer Statement on Schedule TO filed on March 6, 2012

 

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