Business Context and Reporting Period
Company: CACI International Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 30, 2019
Event Date: January 25, 2019 (Agreement Execution)
CACI, Inc.-Federal, a subsidiary of CACI International Inc., entered into a definitive agreement to acquire Legos Intermediate Holdings, LLC and MDCP Legos Blocker, Inc. (collectively, the "Sold Companies"). The filing also references a concurrent press release regarding the acquisition of Mastodon Design LLC.
Key Financial Metrics
This filing is a Current Report (8-K) and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the reporting period.
- Transaction Value: $750 million in cash (aggregate purchase price).
- Adjustments: Subject to working capital and certain other adjustments.
- Liquidity/Debt: No specific debt or liquidity metrics are disclosed in this document.
Material Changes
The primary material change is the execution of a Purchase and Sale Agreement to acquire the Sold Companies. This represents a significant expansion of the Company's portfolio through a cash transaction valued at $750 million.
Outlook, Risks, and Contingencies
- Closing Timeline: The transaction is expected to close in the third quarter of the Company's 2019 fiscal year.
- Conditions Precedent: Closing is contingent upon the satisfaction of all conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.
- Termination Rights: The agreement includes termination rights if the transaction does not close on or prior to April 25, 2019.
- Indemnification: Sellers are obligated to indemnify the Buyer for breaches of certain fundamental representations and warranties for a specified period.
Investor Verification Checklist
- Verify the final closing date and whether the transaction closes within the projected Q3 2019 timeframe.
- Confirm the final purchase price after working capital and other adjustments are calculated.
- Monitor regulatory approvals, specifically the Hart-Scott-Rodino waiting period status.
- Review the separate press release (Exhibit 99.1) for details regarding the acquisition of Mastodon Design LLC.
- Assess the impact of the $750 million cash outlay on the Company's future liquidity and capital structure in subsequent 10-Q or 10-K filings.