Since November 16, 2015, CSRA shares have traded on a "when issued" basis on the NYSE under the symbol "CSRA WI," permitting investors to trade the right to receive CSRA shares in the distribution. "When issued" trading of CSRA common shares ended at the close of the market on November 27, 2015. Starting today, the "regular way" trading of CSRA common stock on the NYSE will commence under the symbol "CSRA."Payment of Special Dividend Today CSC and CSRA each paid concurrent special cash dividends which in the aggregate totaled $10.50 per share. Of that $10.50 per share dividend, $2.25 was paid by CSC and $8.25 was paid by CSRA. Payment of each portion of the special dividend was made to holders of CSC common stock on the Record Date who received shares of CSRA common stock in the distribution. Completion of Merger This morning, SRA merged with and into a wholly-owned subsidiary of CSRA. In connection with the merger, former SRA shareholders received $390 million in cash and approximately 25 million CSRA shares, constituting approximately 15 percent of the outstanding CSRA common shares. Prior to the merger, SRA was owned by a shareholder group led by Providence Equity Partners and SRA's founder, Dr. Ernst Volgenau, as well as members of its management team. Entry into Financing Arrangements Concurrently with the consummation of the spin-off and the mergers, CSRA entered into definitive agreements providing for approximately $3.5 billion in principal amount of secured indebtedness, of which $1.56 billion was drawn after the spin-off to fund the special dividends, transaction costs and repayment of indebtedness and $1.44 billion was drawn upon consummation of the merger to pay merger consideration and transaction costs and to refinance existing SRA indebtedness. Approximately $500 million of available credit remains undrawn. Appointment of CSRA Directors and Officers Effective November 27, 2015, Mike Lawrie, Keith B. Alexander, Sanju Bansul, Michèle A. Flournoy, Mark Frantz, Nancy Killefer, Sean O'Keefe, Larry Prior and Michael E. Ventling were appointed to CSRA's Board of Directors, joining Billie Williamson who was appointed earlier as a member of CSRA's Board and Audit Committee.
Additionally, upon completion of the merger with SRA, the CSRA Board appointed David F. Keffer as chief financial officer and John Reing as chief human resources officer.Quarterly Cash Dividends and CSRA Share Repurchase Program CSC's Board of Directors has declared a regular quarterly cash dividend of $0.14 per share on CSC common stock. The dividend will be paid on January 26, 2016 to CSC stockholders of record at the close of business on January 5, 2016. CSRA's Board of Directors has declared a regular quarterly cash dividend of $0.10 per share on CSRA's common stock. The first quarterly dividend will be paid on January 26, 2016 to CSRA stockholders of record at the close of business on January 5, 2016. Stockholders who continue to hold both CSC and CSRA shares will receive an increase in quarterly cash dividend of approximately 4 percent from the previous quarterly cash dividends paid by CSC. CSRA's Board of Directors authorized up to $400 million for future repurchases of outstanding shares of its common stock, from today's date through March 31, 2019. Other Information The transfer agent and registrar for the CSRA common stock will be ComputerShare Trust Company, N.A. For questions relating to the transfer of shares, stockholders may contact ComputerShare via phone at +1-800-522-6645 or +1-201-680-6578 (for international callers). If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly. RBC Capital Markets, Guggenheim Securities, and Goldman, Sachs & Co. acted as financial advisors to CSC with regard to the spin-off of CSRA Inc. Guggenheim Securities acted as financial advisor to CSC and CSRA with respect to the merger with SRA, and RBC Capital Markets also provided advice with respect to the SRA merger. Allen & Overy LLP acted as legal advisor to CSC with respect to the spin-off of CSRA and as legal advisor to CSC and CSRA with respect to the merger with SRA. Skadden, Arps, Slate, Meagher, and Flom LLP provided legal advice to CSC with respect to tax-related matters in the spin-off of CSRA from CSC.
Related Press Releases
- Nov. 4, 2015: CSC Board Approves Proceeding with Spin-Off of U.S. Public Sector Business Under CSRA Inc. Name
- Aug. 31, 2015: CSC to Combine Government Services Unit with SRA Upon Separation from CSC; Combination will Create Leading Pure-Play Government I.T. Business in the U.S.
- May 19, 2015: CSC Announces Plan to Separate into Two Independent, Publicly Traded Companies