Perspecta closed $3.1 billion in senior secured facilities with a bank group led by RBC Capital Markets, MUFG, Merrill Lynch and JPMorgan as joint lead arrangers and joint bookrunners.

The facilities consist of a five-year senior secured revolving credit facility with initial borrowing capacity of $600 million, of which $550 million is available and undrawn after giving effect to the spin-off and the merger described below to provide support for Perspecta’s business, including ongoing liquidity. The facilities include:

• Three-year senior secured tranche A1 term loan facility in an aggregate principal amount of $350 million
• Five-year senior secured tranche A2 term loan facility in an aggregate principal amount of $1.65 billion
• Seven-year senior secured term loan B facility in an aggregate principal amount of $500 million

The facilities were established in connection with DXC Technology’s spin-off of Perspecta and the subsequent mergers of Ultra KMS with and into KGS Holding, with KGS Holding as the surviving entity; Ultra First VMS with and into Vencore Holding, with Vencore Holding as the surviving entity and Vencore Holding with and into Ultra Second VMS, with Ultra Second VMS as the surviving entity. As a result of the mergers, KGS Holding and Ultra Second VMS are now direct wholly-owned subsidiaries of Perspecta.

All of the proceeds of the tranche A1 facility and a portion of the proceeds of the tranche A2 facility were used by Perspecta to finance a distribution of approximately $984 million in cash to DXC Technology and to pay transaction costs. Additionally, $50 million of the revolving credit facility, the remainder of the tranche A2 facility and all of the term loan B facility were funded in an additional aggregate amount of $1.45 billion, the proceeds of which were used to fund the cash portion of the merger consideration to stockholders of Vencore Holding, to repay, refinance and/or redeem substantially all of Vencore Holding’s and KGS Holding’s existing indebtedness, to pay for additional transaction costs and for general corporate purposes.

Davis Polk advised the joint lead arrangers and joint bookrunners, the administrative agent and the collateral agent.

Perspecta, with 14,000 employees and a value of $4.2 billion, works closely with health care organizations to enhance patient care, lower costs and increase efficiencies.