This Tender Offer Statement on Schedule TO (this
Schedule TO
) relates to
the offer by Red Hawk Enterprises Corp., a Nevada corporation (
Purchaser
) and a wholly owned subsidiary of General Dynamics Corporation, a Delaware Corporation (
Parent
), to purchase all of the shares of common
stock, par value $0.001 per share (
Shares
), of CSRA Inc., a Nevada corporation (the
Company
), that are issued and outstanding, at a price per Share of $40.75, in cash, without interest and less any applicable
withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated March 5, 2018 (as they may be amended or supplemented from time to time, the
Offer to Purchase
), and the related
letter of transmittal and letter of instruction to the Companys 401(k) Plan participants (as it may be amended or supplemented from time to time, the
Letter of Transmittal
and the
Letter of Instruction
,
respectively, and, together with the Offer to Purchase, the
Offer
), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively.
Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to
the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and
Plan of Merger, dated as of February 9, 2018 (as it may be amended or supplemented from time to time in accordance with its terms, the
Merger Agreement
), by and among the Company, Purchaser and Parent, a copy of which is
incorporated by reference as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference with respect to Items 4 through 11 of this Schedule TO.
Item 1.
|
Summary Term Sheet.
|
The information set forth in the section of the Offer to Purchase
entitled Summary Term Sheet is incorporated in this Schedule TO by reference.
Item 2.
|
Subject Company Information.
|
(a) The information set forth in the section of the Offer
to Purchase entitled Section 8Certain Information Concerning the Company is incorporated in this Schedule TO by reference. The subject company and issuer of the securities subject to the Offer is CSRA Inc. Its principal
executive office is located at 3170 Fairview Park Drive, Falls Church, Virginia, and the telephone number of its principal executive offices is (703)
641-2000.
(b) This Schedule TO relates to the Offer by Purchaser to purchase all Shares that are issued and outstanding at a price per Share of $40.75,
in cash, without interest and less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer. The information set forth in the Introduction to the Offer to Purchase is incorporated in this
Schedule TO by reference.
(c) The information concerning the principal market in which Shares are traded and certain high and low sales
prices for Shares in that principal market is set forth in the section of the Offer to Purchase entitled Section 6Price Range of the Shares; Dividends and is incorporated in this Schedule TO by reference.
Item 3.
|
Identity and Background of Filing Person.
|
(a), (b), (c) The information set forth
in the section of the Offer to Purchase entitled Section 9Certain Information Concerning Purchaser and Parent and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.
Item 4.
|
Terms of the Transaction.
|
(a)(1)(i)-(viii), (x), (xii) The information set forth
in the Introduction, in the Summary Term Sheet and in the sections of the Offer to Purchase entitled Section 1Terms of the Offer, Section 2Acceptance for Payment and Payment,
Section 3Procedure for Tendering Shares, Section 4Withdrawal Rights, Section 5Material United States Federal Income Tax Consequences, Section 7Possible Effects of
the Offer on the Market for the Shares; Stock Exchange Listing(s); Registration Under the Exchange Act; Margin Regulations, Section 13The Transaction Documents and Section 15Conditions to the Offer
is incorporated in this Schedule TO by reference.
(a)(1)(ix), (xi) Not applicable.
(a)(2)(i)-(v) and (vii) The information set forth in the Introduction, in the Summary Term Sheet and in the
sections of the Offer to Purchase entitled Section 1Terms of the Offer, Section 5Material United States Federal Income Tax Consequences, Section 7Possible Effects of the Offer on the
Market for the Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations, Section 11Background of the Offer, Section 12Purpose of the Offer; Plans for the Company;
Stockholder Approval; Appraisal and Dissenters Rights and Section 13The Transaction Documents is incorporated in this Schedule TO by reference.
(a)(2)(vi) Not applicable.
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