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DXC Technology Completes Separation Of U.S. Public Sector Business, Combining With Vencore And KeyPoint To Form Perspecta

06/01/2018

New company to begin trading today on New York Stock Exchange under “PRSP”

Tysons, VA, June 1, 2018—DXC Technology (NYSE: DXC) has completed the separation of its U.S. Public Sector (USPS) business and combination with Vencore Holding Corp. and KeyPoint Government Solutions to form Perspecta, an independent public company that begins trading today on the New York Stock Exchange under the ticker symbol “PRSP.”

Completion of Separation

Under the terms of the separation agreements, on May 31, 2018, stockholders who held DXC common stock at the close of business on May 25, 2018 (the “Record Date”), received a distribution of one share of Perspecta common stock for every two shares of DXC common stock held as of the Record Date.

Perspecta shares will begin trading regular way on the NYSE today while regular way trading in DXC shares beginning today will not include the right to receive a distribution of Perspecta shares. 

In connection with the separation, DXC received a $984 million cash distribution from Perspecta Inc.

Completion of Merger

Vencore and KeyPoint have completed their mergers with and into wholly-owned subsidiaries of Perspecta Inc. The separation of the U.S. Public Sector business and the related mergers with Vencore and KeyPoint were structured as a “Reverse Morris Trust” transaction designed to be tax free to DXC and its stockholders. In connection with the merger, funds controlled by Veritas Capital Management, which formerly owned both Vencore and KeyPoint, received $400 million in cash and approximately 23 million shares of Perspecta common stock, constituting approximately 14 percent of the outstanding Perspecta common shares.

Other Information

The transfer agent and registrar for Perspecta common stock will be EQ Shareowner Services. For questions relating to the transfer of shares, stockholders may contact EQ via phone at 800.468.9716 (U.S.) or +44.121.415.7047 (international). If shares are held by a bank, broker or other nominee, stockholders should contact that institution directly.

Guggenheim Securities acted as financial advisor to DXC with regard to the spin-off of Perspecta Inc., and as financial advisor to DXC and Perspecta with respect to the merger with Vencore and KeyPoint.

Latham & Watkins LLP acted as primary legal advisor to DXC with respect to the spin-off of Perspecta and to DXC and Perspecta with respect to the merger with Vencore and KeyPoint. Skadden, Arps, Slate, Meagher & Flom LLP provided legal advice to DXC with respect to tax-related matters in the spin-off of Perspecta from DXC, and Wiley Rein LLP and Crowell & Moring LLP acted as governmental counsel to DXC.

Stone Key Partners LLC acted as financial advisor to Veritas Capital, Vencore and KeyPoint with respect to the merger with Perspecta. Wells Fargo Securities acted as financial advisor to Veritas Capital. Schulte Roth & Zabel LLP and Skadden, Arps, Slate, Meagher & Flom LLP acted as primary legal counsel to Veritas Capital, Vencore and KeyPoint. Covington & Burling LLP acted as governmental counsel to Veritas Capital, Vencore and KeyPoint.

About DXC Technology

DXC Technology (DXC: NYSE) is the world's leading independent, end-to-end IT services company, serving nearly 6,000 private and public-sector clients from a diverse array of industries across 70 countries. The company's technology independence, global talent and extensive partner network deliver transformative digital offerings and solutions that help clients harness the power of innovation to thrive on change. DXC Technology is recognized among the best corporate citizens globally. For more information, visit dxc.technology.

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