CACI Announces Intent to Acquire Six3 Systems for $820M

CACI International (NYSE: CACI) announced today that it has signed adefinitive agreement to acquire Six3 Systems, Inc., a premier provider ofhighly specialized support to the national security community in the areasof cyber and signals intelligence; intelligence, surveillance, andreconnaissance; and intelligence operations, from private equity firm GTCR.The transaction will expand CACI's high-growth Cyberspace market as well asbuild on CACI's capabilities in its high-volume C4ISR (command, control,communications, computers, intelligence, surveillance, and reconnaissance)and Intelligence market areas. Six3 Systems employs approximately 1,600professionals worldwide, and its calendar year 2013 revenue is expected tobe approximately $470 million. The purchase price is $820 million andclosing is anticipated during CACI's fiscal second quarter, ending December2013, subject to regulatory approvals. Headquartered in McLean, Virginia and with operations around the world, Six3Systems provides highly specialized and differentiated strategic solutions,services, and products for the country's most sensitive national securityagencies and Department of Defense (DoD) critical missions for customers inthe Intelligence, Defense, and Civilian communities. The transaction isexpected to be at least 5 percent accretive to CACI's GAAP earnings pershare in calendar year (CY) 2014 and at least 10 percent accretive todiluted adjusted earnings per share. As part of this transaction, CACI hassecured a firm financing commitment for $800 million. CACI will finance theacquisition through this new commitment and borrowings under its existingrevolving credit facility. Dr. J.P. (Jack) London, CACI Chairman of the Board, noted, "CACI'sacquisition of Six3 Systems, Inc. fits perfectly within the objectives ofour strategic growth plan. It positions CACI with expanded capabilities todeliver high-value and in-demand solutions and services for our customers'highest-priority national security and defense challenges. The acquisitionof Six3 Systems is the largest in the company's long and successful trackrecord of more than 55 acquisitions that have delivered solid benefits forcustomers, shareholders, and employees of both CACI and the acquiredcompanies. We are pleased to welcome Six3 Systems into CACI." Ken Asbury, CACI President and Chief Executive Officer, said, "Mergers andacquisitions continue to be a successful part of our growth strategy and akey way we deliver long-term shareholder value. CACI has been following Six3Systems, Inc. with great interest for some time. We are confident that thisacquisition will further differentiate CACI in the market space. Both ourcompanies are positioned to support national intelligence missions thatrequire sophisticated technologies and services in areas we believe will behigh priorities even in an environment of sequestration or budgetconstraints. Six3 Systems furthers our capability to meet our nation'sevolving needs in such areas as combating both peer and asymmetricadversaries and supporting the growing role of cyber in national andeconomic security. With this acquisition, we are investing in the advancedintelligence, situational awareness, and cybersecurity capabilities that areessential to safeguarding our country, as well as the intelligenceoperations and C4ISR capabilities that serve and protect our militaryforces." According to John Mengucci, CACI Chief Operating Officer and President ofU.S. Operations, "The acquisition of Six3 Systems, Inc. is consistent withour strategy to position CACI at the forefront of evolving Intelligence andDoD critical missions. Six3 Systems' advanced capabilities using innovativemethods and techniques will replace the expensive systems of the past andthat is a big part of our focus. Like CACI, Six3 Systems focuses on enduringgovernment missions, distinctive technologies, and critical nationalsecurity missions. Our companies share a strong commitment to integrity,ethics, quality, and innovation. Six3 Systems' highly experienced leadershipteam is well respected, with deep subject-matter expertise, and the companyis a national asset for foreign systems intelligence in the nationalintelligence community and the Department of Defense. This acquisitionpositions us to offer high-end, affordable solutions to new and existingcustomers with a competitive advantage at the very highest levels." Six3 Systems, Inc. Chief Executive Officer Robert Coleman said, "We lookforward to bringing our advanced solutions and capabilities along with ourteam of highly skilled professionals to CACI. We share in CACI's dedicationto our nation's most critical missions, and we believe the acquisition willbe a win-win situation for both firms: Six3 Systems will benefit from thelarger resource and customer space that CACI offers, and CACI will benefitfrom the leading-edge technical capabilities and innovation that are Six3Systems trademarks." BofA Merrill Lynch acted as exclusive financial advisor to CACI. SquireSanders (US) LLP and Latham & Watkins LLP served as CACI's legal advisors.BofA Merrill Lynch is providing committed debt financing for thetransaction. The Chertoff Group and CSP Associates served as strategicadvisors to CACI. Conference Call Information We have scheduled a conference call for 8:30 AM Eastern Time Wednesday,October 9, 2013 during which members of our senior management team will bemaking a brief presentation and followed by a question-and-answer session.You can listen to the conference call and view the accompanying exhibitsover the Internet by logging on to our homepage, www.caci.com, at thescheduled time, or you may dial (877) 303-9143 and enter the confirmationcode 78524465. A replay of the call will also be available over the Internetbeginning at 1:00 PM Eastern Time Wednesday, October 9, 2013 and can beaccessed through our homepage (www.caci.com) by clicking on the CACIInvestor Info button. CACI provides information solutions and services in support of nationalsecurity missions and government transformation for Intelligence, Defense,and Federal Civilian customers. A member of the Fortune 1000 LargestCompanies and the Russell 2000 Index, CACI provides dynamic careers forapproximately 15,000 employees working in over 120 offices worldwide. Visitwww.caci.com. There are statements made herein which do not address historical facts, andtherefore could be interpreted to be forward-looking statements as that termis defined in the Private Securities Litigation Reform Act of 1995. Suchstatements are subject to factors that could cause actual results to differmaterially from anticipated results. The factors that could cause actualresults to differ materially from those anticipated include, but are notlimited to, the successful closing and integration of our acquisition ofSix3 Systems, actual revenue and earnings realized by Six3 Systems and theperformance of the Six3 Systems business, as well as the risk factors setforth in CACI's Annual Report on Form 10-K for the fiscal year ended June30, 2013, and other such filings that CACI makes with the Securities andExchange Commission from time to time. Any forward-looking statements shouldnot be unduly relied upon and only speak as of the date hereof. CACI-Acquisition