MANT ManTech International Corporation

PROPOSAL 3

ADJOURNMENT PROPOSAL

We are asking our stockholders to vote on a proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal.

Approval of this Adjournment Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on the proposals. Approval of this Adjournment Proposal is not a condition to the completion of the Merger. If you properly authorize your proxy by mail, by telephone or through the Internet, but do not indicate instructions to vote your shares “FOR,” “AGAINST” or “ABSTAIN” on this Adjournment Proposal, your shares will be voted in accordance with the recommendation of our Board, which is “FOR” this Adjournment Proposal. Because the required vote for this Adjournment Proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, failure to vote your shares (including failure to give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “AGAINST” the Adjournment Proposal.

Recommendation of the Board of Directors

Our Board unanimously recommends that our stockholders vote “FOR” the Adjournment Proposal.

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board for use at the Special Meeting to be held at on September 7, at 11:00 a.m, Eastern Time, or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our stockholders on or about August 4 2022. The Special Meeting will be held at 2251 Corporate Park Drive, Herndon, VA 20171.

Voting

If you are a stockholder of record, you may vote in any of the following ways:

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the Special Meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Special Meeting. If your shares are held through a nominee, you will receive separate voting instructions from your nominee. You must follow the voting instructions provided by your nominee in order to instruct your broker on how to vote your shares.

We encourage you to vote by proxy by mail, telephone or over the Internet well in advance of the Special Meeting, to ensure your shares are represented whether or not you decide to attend.

Purpose of the Special Meeting

The purpose of the Special Meeting is for the holders of Company Common Stock to consider and vote upon the following proposals:

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The Board recommends that you vote “FOR” each of the above proposals.

Stockholders must approve the proposal to approve and adopt the Merger Agreement in order for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, which we encourage you to read carefully and in its entirety.

Record Date and Quorum

The holders of record of Company Common Stock as of 5:00 p.m., Eastern Time, on July 29, 2022 (the “record date”), will be entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were 39,382,197 shares of Class A Common Stock outstanding and 1,586,695 shares of Class B Common Stock outstanding.

The presence at the Special Meeting in person, or represented by proxy, of the holders of a majority in voting power of the shares of Company Common Stock outstanding as of the record date and entitled to vote at the Special Meeting will constitute a quorum, permitting us to conduct our business at the Special Meeting. If you have properly voted by proxy, via mail, telephone or the Internet, you will be considered part of the quorum. Proxies received but not marked or marked as abstentions will be included in the calculation of the number of shares considered to be present at the Special Meeting. Each holder of Class A Common Stock is entitled to one vote on each matter submitted to a vote at the Special Meeting for each share of Class A Common Stock that the stockholder owned as of the record date. Each holder of Class B Common Stock is entitled to 10 votes on each matter submitted to a vote at the Special Meeting for each share of Class B Common Stock that the stockholder owned as of the record date.

In accordance with the Nasdaq rules, banks, brokers and other nominees who hold shares of Company Common Stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to any of the proposals to be voted on at the Special Meeting. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares with respect to the proposals to be voted on at the Special Meeting, they may not vote such shares with respect to such proposals. Under such a circumstance, a “broker non-vote” would result. Because all proposals for the Special Meeting are non-routine and non-discretionary, we do not expect there to be any broker non-votes for such proposals.

In the event that a quorum is not present at the Special Meeting, subject to the terms of the Merger Agreement, the Company expects to adjourn or postpone the Special Meeting until it solicits enough proxies to obtain a quorum. Pursuant to the Third Amended and Restated Bylaws of the Company, dated December 11, 2017, as amended (which we refer to as the “bylaws” in this proxy statement), any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under the bylaws by the holders of a majority of shares of Company Common Stock present, in person or represented by proxy, at the Special Meeting and voting on such matter, only for the purpose of establishing a quorum. However pursuant to the Merger Agreement, the Company may adjourn or postpone the Special Meeting (i) to the extent necessary or appropriate to ensure that any required supplement or amendment to this proxy statement is provided to the Company’s stockholders within a reasonable amount of time in advance of the Special Meeting, (ii) if, as of the time for which the Special Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to (A) constitute a quorum necessary to conduct business at such Special Meeting or (B) approve the Merger Proposal, (iii) to allow additional time for the solicitation of votes in order to approve the Merger Proposal or (iv) as otherwise required by applicable law or an order from the SEC.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Company Common Stock outstanding as of the record date and entitled to vote thereon. In

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addition, under the Merger Agreement, the receipt of such required vote is a condition to the completion of the Merger.

Approval of the Adjournment Proposal and the Advisory Compensation Proposal requires the affirmative vote of the majority of shares present in person or represented by proxy at the Special Meeting and entitled to vote on such proposals.

Abstentions and the failure by stockholders to (1) attend the Special Meeting and vote or (2) authorize a proxy to vote their shares at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal, the Adjournment Proposal and the Advisory Compensation Proposal.

Brokers, banks or other nominees holding shares of Company Common Stock in “street name” may not vote such shares of Company Common Stock on any of the proposals absent instruction from you on how you wish your shares of Company Common Stock to be voted. If your shares are held in “street name,” unless you attend the Special Meeting in-person, with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions will have the same result as a vote against the Merger Proposal, the Adjournment Proposal and the Advisory Compensation Proposal.

Voting by Proxy

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Company Common Stock in the way that you indicate. When completing the telephone or Internet processes or the proxy card, you may specify whether your shares of Company Common Stock should be voted “FOR” or “AGAINST” or to “ABSTAIN” from voting on all, some or none of the specific items of business to come before the Special Meeting. If you sign, date, and return your proxy card (or submit your proxy by telephone or the Internet) without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with our Board’s recommendation—i.e., in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. If you are a stockholder of record of shares of Company Common Stock and fail to return your proxy card (or fail to submit your proxy by telephone or the Internet), unless you attend the Special Meeting in-person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. If you sign and return a proxy, the individuals named on the enclosed proxy card will have discretionary authority to vote on any other items that may arise at the Special Meeting or any adjournments or postponements thereof.

Voting ESOP Shares

If you are a current or former employee of the Company participating in the ESOP and have shares of Company Common Stock allocated to your account as of the record date, you have the right to direct the ESOP trustee on how to vote your shares. You will receive voting instruction forms that reflect all shares of Company Common Stock for which you may direct the voting under the terms of the ESOP. If you do not send instructions to the ESOP trustee in a proper manner, or if the instructions are not timely received, the ESOP trustee will not vote the shares allocable to your account.

Broker Non-votes

If your shares of Company Common Stock are held in “street name,” you will receive instructions from your broker, bank, trust or other nominee that you must follow in order to have your shares voted. Your broker, bank, trust or other nominee will vote your shares only if you provide instructions on how to vote. Please follow the directions on the voting instruction form sent to you by your broker, bank, trust or other nominee with this proxy statement. If you have not received such voting instructions or require further information regarding such

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voting instructions, contact your broker, bank, trust or other nominee, as the case may be. Brokers who hold shares of common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine,” such as the Merger Proposal, Adjournment Proposal and Advisory Compensation Proposal, without specific instructions from the beneficial owner. Broker non-votes generally occur for shares held by a broker or other nominee that are present in-person, or represented at the meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because all proposals for the Special Meeting are non-routine and non-discretionary, we do not expect there to be any broker non-votes for such proposals.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record of Company Common Stock, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:

Attending the Special Meeting without taking one of the actions described above will not in and of itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the Special Meeting.

If you hold your shares of Company Common Stock in “street name” through a nominee, you will need to follow the instructions provided to you by your nominee in order to revoke your voting instructions or submit new voting instructions.

Adjournments and Postponements

Although it is not currently expected, subject to the terms of the Merger Agreement, the Special Meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the Special Meeting to authorize the named proxies to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting or any adjournment or postponement of the Special Meeting. Subject to the terms of the Merger Agreement, we retain full authority to the extent set forth in the bylaws and Delaware law to adjourn the Special Meeting (or any adjournment or postponement of the Special Meeting) or to postpone the Special Meeting (or any adjournment or postponement of the Special Meeting) before it is convened, without the consent of any stockholder.

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or our Board fixes a new record date for the Special Meeting. Subject to the terms of the Merger Agreement, at any adjourned meeting, any business may be transacted which might have been transacted at the

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original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Anticipated Date of Completion of the Merger

We are working towards completing the Merger as soon as possible. Assuming receipt of required regulatory approvals and timely satisfaction or waiver of other closing conditions, including the approval by our stockholders of the proposal to adopt the Merger Agreement, we currently anticipate that the Merger will be completed in the second half of 2022. However, the exact timing of completion of the merger, if at all, cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of our control. If our stockholders vote to approve the Merger Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger, subject to the terms of the Merger Agreement. See the section entitled “The Merger Agreement—Effective time; Closing.”

Rights of Stockholders Who Seek Appraisal

Stockholders are entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger. This means that you may be entitled to have the fair value of your shares of Company Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation, plus interest (if any), in lieu of the Merger Consideration if you follow exactly the procedures specified under Section 262 of the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the Merger Consideration you would have been entitled to receive under the Merger Agreement.

To exercise your appraisal rights, you must submit a demand in writing for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement and you must not vote in favor of the proposal to adopt the Merger Agreement. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. Requirements under Delaware law for exercising appraisal rights are described in further detail in the section entitled “Appraisal Rights.” Section 262 regarding appraisal rights available to stockholders of Delaware corporations in certain mergers and consolidations is reproduced and attached as Annex C to this proxy statement. If you hold your shares of Company Common Stock through a nominee and you wish to exercise appraisal rights, you should consult with your nominee to determine the appropriate procedures for the making of a demand for appraisal by your nominee. In view of the complexity of Section 262 of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Solicitation of Proxies; Payment of Solicitation Expenses

Our directors, officers, and employees may solicit proxies by mail, by email, by telephone, or in person. Those individuals will receive no additional compensation for solicitation activities. We have also engaged Alliance Advisors to assist in the solicitation of proxies and provide related advice and informational support, for a base services fee of $15,000, plus customary disbursements. We will reimburse Alliance Advisors for its reasonable out-of-pocket expenses and indemnify Alliance Advisors and its affiliates against certain claims, liabilities, losses, damages and expenses. We will request banking institutions, brokerage firms, custodians, trustees, nominees, and fiduciaries to forward solicitation materials to the beneficial owners of Company Common Stock held of record by those entities, and we will, upon request, reimburse reasonable forwarding expenses. We will pay the costs of preparing, printing, assembling, and mailing the proxy materials used in the solicitation of proxies.

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Questions and Additional Information

You should not return your stock certificate or send documents representing Company Common Stock with the proxy card. If the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and instructions for exchanging your shares of Company Common Stock for the Merger Consideration.

If you have questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, Alliance Advisors, by telephone at (877) 587-1969.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties to the Merger

The Company

ManTech International Corporation

2251 Corporate Park Drive

Herndon, Virginia 20171

(703) 218-6000

We were co-founded by George J. Pedersen in 1968 as a New Jersey corporation, starting with a single U.S. Navy contract. We provide innovative, mission-focused technology solutions and services for the U.S. intelligence community, defense and federal civilian agencies. For over 50 years we have successfully developed and delivered solutions that support national and homeland security missions. Our principal areas of expertise include full-spectrum cyber, secure mission and enterprise information technology (IT), advanced data analytics, intelligent systems engineering, software and systems development, and national security mission support. We have differentiated technical capabilities, intimate knowledge of our customers’ missions, and extensive experience providing proven, diverse sets of solutions and services, which we use to help our customers solve some of their greatest challenges and most complex problems. We provide services and solutions that support missions of national priority and significance, such as global cyber operations, IT and digital modernization, national security threat intelligence and analytics, and military operational readiness.

ManTech International Corporation’s Common Stock is listed on the Nasdaq and trades under the symbol “MANT.” For more information about the Company, please visit the Company’s website at www.mantech.com. The information contained on the Company’s website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also the section entitled “Where You Can Find More Information.”

Parent and Merger Sub

Moose Bidco, Inc.

Moose Merger Sub, Inc.

c/o The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, DC 20004

(212) 729-5626

Parent is a Delaware corporation. Parent is controlled by investment funds managed by affiliates of Carlyle and was formed solely for the purpose of entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement. Parent has not engaged in any business except for the activities incident to its formation and in connection with the transactions contemplated by the Merger Agreement.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Merger and related transactions. Merger Sub has not engaged in any business other than in connection with the Merger and related transactions. At the effective time of the Merger, Merger Sub will be merged with and into the Company and will cease to exist and the Company will continue as the surviving corporation.

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Carlyle is a global investment firm with deep industry expertise that deploys private capital across three business segments: Global Private Equity, Global Credit and Global Investment Solutions. With $325 billion of assets under management as of March 31, 2022, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. Carlyle employs nearly 1,900 people in 26 offices across five continents. Further information is available at www.carlyle.com. The information contained on Carlyle’s website is not incorporated into, and does not form a part of, this proxy statement.

Effects of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, Company Common Stock will no longer be publicly traded and will be delisted from the Nasdaq and price quotations in the public market will no longer be available for Company Common Stock. In addition, Company Common Stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the surviving corporation.

At the effective time of the Merger, each share of Company Common Stock issued and outstanding immediately prior to such time (other than excluded shares) will be converted into the right to receive Merger Consideration. The excluded shares will be cancelled and will cease to exist and no payment will be made with respect to such excluded shares. The Dissenting Shares will not be converted into a right to receive the Merger Consideration but will instead have the right to receive a payment for the “fair value” of their Dissenting Shares as determined by the Delaware Court of Chancery in accordance with Section 262 of the DGCL, as described in the section entitled “Appraisal Rights” on page 82 of this proxy statement and Annex C to this proxy statement.

Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time of the Merger will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the surviving corporation.

At the effective time of the Merger, the certificate of incorporation of the Company will be amended and restated in its entirety to be in the form set forth as an exhibit to the Merger Agreement and the bylaws of the Company will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger, until thereafter changed or amended as provided therein or by applicable law. In addition, as of the effective time of the Merger, the directors of Merger Sub immediately prior to the effective time of the Merger will become the directors of the surviving corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the bylaws of the surviving corporation. The officers of the Company immediately prior to the effective time of the Merger will be the initial officers of the surviving corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation of or among the Board, the Transaction Committee (as defined below), members of the Company’s management, the Company’s representatives and other parties.

The Board and senior management of the Company regularly review and assess the Company’s business, results of operations, financial performance, business strategy and growth opportunities, including consideration of potential strategic and financial opportunities to maximize stockholder value, such as acquisitions, business combinations, and other strategic and financial transactions. Over the years, the Company received periodic

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inquiries from parties with respect to potential interest in business combinations, the sale of the Company and similar transactions. The Board regularly engaged with George J. Pedersen (who has historically owned a majority of the voting power of the Company’s outstanding capital stock) to solicit his perspectives on strategic and financial direction and consider his views on such matters. Because Mr. Pedersen had previously informed the Board that he was not in favor of pursuing strategic transactions involving the sale of the Company, prior to the fall of 2021, the Board had not acted on or engaged in any discussions with respect to such opportunities and determined not to conduct an evaluation of potential strategic alternatives involving a sale of the Company.

In the fall of 2021, Mr. Pedersen and his affiliates and family members, in their capacity as stockholders of the Company, indicated to the Board an openness to consider a broader range of strategic alternatives. As a result, management of the Company held preliminary discussions with representatives of Goldman Sachs & Co., LLC (“Goldman Sachs”) relating to the strategic opportunities for companies in the government services industry. Mr. Pedersen was a member of the Board at this time, but did not participate in any Board discussions relating to strategic opportunities from the fall of 2021 through his retirement from his position on the Board and as Chairman Emeritus on February 23, 2022.

During a meeting of the Board held on December 17, 2021, at which representatives from Goldman Sachs and King & Spalding LLP (“King & Spalding”), the Company’s legal advisor, attended, the Board asked representatives of Goldman Sachs to participate in discussions relating to the strategic landscape for companies in the government services industry. At this meeting, representatives of Goldman Sachs reviewed the general strategic environment in the Company’s sector, including relevant macroeconomic, industry, financial, and market conditions and recent mergers & acquisitions and other strategic transactions. Representatives of Goldman Sachs also reviewed its preliminary financial analysis of the Company. The Board engaged in discussion about the information presented and the possibility of the Company exploring strategic alternatives. Following this discussion, the Board determined that it would be in the best interests of the Company and its stockholders to preliminarily explore, and to begin considering and evaluating, the possibility of potential strategic alternatives, including a potential sale of the Company, as well as the appropriate time for pursuing such potential strategic alternatives. In light of Goldman Sachs’s qualifications, expertise, reputation and knowledge of the Company’s business and industry, the Board also instructed management to begin discussions with Goldman Sachs regarding a potential engagement. On March 25, 2022, the Company formally engaged Goldman Sachs as its financial advisor to assist in exploring a review of strategic alternatives, including a potential sale of the Company.

On January 31, 2022, the Board held a meeting with senior management, as well as representatives from each of Goldman Sachs and King & Spalding, to discuss matters relating to the Company’s review of potential strategic alternatives. Representatives of Goldman Sachs provided an overview of a potential strategic review process and timeline. During the meeting, the Board reviewed a list prepared by the Company’s senior management and representatives of Goldman Sachs of potentially interested potential acquirers that could be contacted in connection with a potential sale of the Company. This list included potential strategic acquirers (both traditional and non-traditional strategic parties) and potential financial sponsor acquirers (including certain financial sponsors with portfolio companies in the government services and defense sector/industry). At this meeting, representatives of King & Spalding then provided an overview of, and reviewed with the Board, the Board’s fiduciary duties in connection with a review of strategic alternatives for the Company, including with respect to the proposed process and a potential sale transaction.

Following wide-ranging and substantive discussions regarding a strategic review process and exploring a potential sale transaction involving the Company, including discussions regarding the list of potential acquirers, the Board directed management to work with the Company’s advisors to contact and initiate confidential discussions with those potential acquirers for the purposes of gauging such parties’ interest in a potential acquisition of the Company, and to keep the Board apprised of any material developments. Additionally, the Board created a new committee of the Board (the “Transaction Committee”), comprised of three of the Board’s independent directors, Messrs. LaMontagne, Armitage, and Campbell, to oversee the day-to-day process of

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reviewing strategic alternatives and potential transactions involving the Company and to provide guidance to the Company’s management and advisors in connection with the process. The Board retained full authority to consider, evaluate and approve any transaction resulting from the strategic review process.

Beginning on February 1, 2022, representatives of Goldman Sachs, acting at the direction of the Board, contacted on a confidential, no-names basis, each of the 19 potential acquirers that had been approved by the Board at its January 31, 2022 meeting. Seven of the parties contacted by representatives of Goldman Sachs indicated that they were not interested in pursuing a potential transaction.

On February 3, 2022, Reuters published a report stating, among other matters, that George Pedersen was exploring options for his controlling stake, including a potential sale of the company, and that Goldman Sachs had been retained as the Company’s financial advisor with respect to a potential sale transaction. The Company declined to comment on the report, consistent with its policy not to comment on market rumors. On February 2, 2022, a day prior to the publication, the closing sale price of the Company’s Common Stock on Nasdaq was $72.82. Following the publication of the Reuters article up to the signing of the Merger Agreement, the closing share price of the Company’s common stock on Nasdaq ranged from $77.01 to $88.34.

As a result of the information included in the Reuters article, parties that were not included on the list of potential acquirers approved by the Board at its January 31, 2022 meeting contacted representatives of Goldman Sachs regarding a potential acquisition of the Company. At the direction of the Transaction Committee, four parties that had made inbound inquiries were invited to execute a confidentiality agreement and participate in the transaction process, two of which ultimately entered into confidentiality agreements with the Company.

Following the initial outreach and discussions, by the beginning of March 2022, the Company had entered into confidentiality agreements with 14 parties, which included potential strategic acquirers and financial sponsor acquirers. All of these confidentiality agreements included customary standstill provisions designed to facilitate an orderly transaction process and maximize value for the Company’s stockholders. The confidentiality agreements also provided that the standstill provisions would lapse if and when the Company announced that it entered into a definitive agreement with respect to the sale of the Company. Each party that entered into a confidentiality agreement received certain process materials from Goldman Sachs on behalf of the Company.

Following the execution of the 14 confidentiality agreements, two strategic parties each informed Goldman Sachs that they were no longer interested in pursuing a transaction with the Company and withdrew from the transaction process. During the month of March 2022, the potential acquirers engaged in preliminary due diligence activities. As part of these activities, the Company’s senior management held preliminary meetings and initial “fireside chats” with the 12 remaining parties. At these meetings, the Company’s senior management provided an overview of the Company’s business, results of operations and business strategies.

Later in the month of March 2022, representatives of Goldman Sachs, circulated a process letter to each of the potential acquirers that remained in the process, which requested preliminary initial indications of interest be submitted by March 28, 2022.

By March 29, 2022, six parties submitted non-binding initial indications of interest as part of the first-round process that contemplated a potential acquisition of the Company. The per share purchase prices proposed by these parties ranged from $71.00 to $90.00 per share. One party, a potential financial sponsor acquirer with a portfolio company in the government services industry (“PE Party A”), proposed $90.00 per share in an all-cash transaction. Parent proposed $87.00 to $89.00 per share in an all-cash transaction. Another party, a potential strategic acquirer (“Strategic Party A”), proposed $83.00 to $88.00 per share in a transaction involving a mix of cash and equity consideration (with the exact consideration mix being unspecified at such time). Another party, a potential financial sponsor acquirer with a portfolio company in the government services industry (“PE Party B”), proposed $81.00 to $83.00 per share in all cash. Another party, a potential financial sponsor acquirer that made an “inbound” inquiry to representatives of Goldman Sachs following the Reuters article (“PE Party C”),

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proposed $72.00 to $75.00 per share in all cash. Another party, a potential strategic acquirer (“Strategic Party B”), proposed $71.00 per share in all cash. No other potential acquirers submitted an indication of interest. All of the indications of interest remained subject to completing customary due diligence and certain parties, including Parent, noted their ability to move quickly in order to complete a transaction. Goldman Sachs had follow-up discussions with each of the bidders to further clarify certain aspects of each indication of interest in advance of a discussion with the Transaction Committee and the Board on March 30, 2022.

On March 30, 2022, the Transaction Committee met with the Company’s senior management and representatives of Goldman Sachs and King & Spalding to review and discuss the indications of interest. Representatives of Goldman Sachs provided an update on the strategic alternatives review process, including an overview of the outreach to the potential acquirers, and indicated that six parties submitted non-binding initial indications of interest in response to the request for first-round bids. After review of the specific terms of the indications of interest received and discussion, the Transaction Committee determined and recommended, and instructed representatives of Goldman Sachs and the Company’s senior management, to continue discussions with and invite each of PE Party A, PE Party B, Strategic Party A and Parent to the second round of the transaction process, and to provide these parties with additional financial and other due diligence materials and additional discussions with management so that the parties could further evaluate a potential acquisition of the Company.

Also on March 30, 2022, the Board held a regularly scheduled meeting, during which it met with the Company’s senior management and representatives of Goldman Sachs and King & Spalding, to discuss the strategic review process. The Company’s management reviewed the Company’s strategy and reviewed the business, financial and strategic position of the Company, including the five-year financial plan and projections for the Company prepared by management for purposes of the strategic alternative review and sale transaction process, and the underlying assumptions used to prepare such projections. The five-year financial projections prepared by management and provided to Parent and other potential bidders in the transaction process are referred to in this proxy statement as the “Forecasts” and discussed in more detail below under the section entitled “—Unaudited Prospective Financial Information” on page 41 of this proxy statement. The Board authorized the Forecasts being provided to potential bidders in the second round of the process. Representatives of Goldman Sachs discussed with the Board its preliminary financial analysis of the Company. Management and representatives of Goldman Sachs also provided an update regarding the sale transaction process, including a summary of the outreach to the potential acquirers and an overview of the six initial indications of interest received pursuant to the first-round of the process. The full Board was informed that the Transaction Committee had met and recommended and approved the approach to invite each of PE Party A, PE Party B, Strategic Party A and Parent, which represented the four bidders with the highest indications of interest from a valuation perspective, to the second round of the transaction process.

On March 31, 2022, at the request and instruction of the Transaction Committee, representatives of Goldman Sachs notified representatives of each of PE Party C and Strategic Party B that their respective initial indications of interest were insufficient in terms of valuation to merit their continuation in the process.

In the beginning of April 2022, representatives of Goldman Sachs formally invited Parent, PE Party A, PE Party B and Strategic Party A into the second round of the process and each bidder was provided certain financial materials prepared by Company management (including the Forecasts and a contract waterfall) and granted the opportunity to meet with certain members of the Company’s management during a management presentation and dinner meeting. These meetings were held in person from April 5 to April 13, 2022. Following each party’s initial management presentations, each of the remaining bidders received access to the virtual data room and were invited to participate in a contract waterfall review and financial model call.

In addition, during the first half of April 2022, each of the second-round bidders entered into clean team confidentiality agreements governing the treatment of certain competitively sensitive and/or highly confidential information concerning the Company in order to facilitate its due diligence review of such materials in accordance with applicable antitrust laws.

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On April 18, 2022, representatives of Goldman Sachs provided a second-round process letter to each of the four bidders, indicating revised, non-binding indications of interest were due on May 9, 2022, with markups of the draft merger agreement due in advance on May 2, 2022.

On April 20, 2022, representatives of Goldman Sachs circulated an auction draft form of the merger agreement to each of the remaining bidders and instructed them to contact representatives of King & Spalding with any questions.

During the remainder of April and in early May, up until the second-round bid deadline of May 9, 2022, various representatives of the Company management and its advisors and representatives conducted, held and participated in various due diligence calls and meetings covering a number of different areas and a wide range of cross functional topics, with each of Parent, PE Party A, PE Party B and Strategic Party A, and their respective advisors and representatives. Members of the Company’s management also responded, through the Company’s advisors, to numerous follow-up diligence requests and questions from the bidders after these calls and meetings.

On April 26, 2022, the Company and Strategic Party A entered into a confidentiality agreement in favor of Strategic Party A in order for the Company to commence reverse due diligence efforts with respect to Strategic Party A in light of the equity portion of the consideration being offered.

On April 29, 2022, Goldman Sachs provided to the Board a letter setting forth certain of Goldman Sachs’ material relationships.

During late April and in early May, representatives of King & Spalding participated in numerous calls and engaged in numerous discussions with representatives of PE Party B’s outside legal counsel regarding potential antitrust risks and the analysis from an antitrust approval perspective in connection with a potential acquisition of the Company. Matters that were discussed in these calls and meetings related to the antitrust risk analysis involving PE Party B included, among other things, the fact that PE Party B owns an existing portfolio company that operates in the government services industry which would be the entity that would be the acquiring party in its proposal, and the nature of potential capability overlap and the level of competition (including any potential head-to-head competition) between the Company and PE Party B’s portfolio company, including existing competition with respect to specific current or prior government contract bids and/or anticipated competition with respect to potential new business opportunities or future government contract bids.

In addition, during this time, representatives of King & Spalding held calls and participated in discussions with representatives of Strategic Party A’s outside counsel related to potential regulatory approval risk and the analysis from an antitrust approval perspective in connection with a potential acquisition of the Company.

The Company’s senior management and members of the Transaction Committee discussed, reviewed and strategized internally with representatives of King & Spalding with respect to the antitrust risk analysis related to a potential transaction involving PE Party B relative to Parent or Strategic Party A. It was specifically discussed and noted that Parent’s proposal, pursuant to which the Company was not contemplated to be acquired by or combined with any existing portfolio company or operating entity and would remain a standalone entity following consummation of the merger, would not present comparable antitrust related risks as PE Party B’s proposal and therefore represented a higher certainty of closing relative to PE Party B’s proposal. It was also discussed and noted that Strategic Party A’s proposal did not present the same level of antitrust approval risk or potential scrutiny from a regulatory perspective in light of the nature of its business and operations, which involved minimal competitive and contractual overlap relative to that of PE Party B’s portfolio company.

During the week of May 2, 2022, PE Party A withdrew from the transaction process prior to submitting a markup of the merger agreement or revised indication of interest.

On May 2, 2022, PE Party B’s outside legal counsel submitted a full markup of the draft merger agreement to representatives of each of Goldman Sachs and King & Spalding.

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On May 3, 2022, Parent’s outside legal counsel, Latham & Watkins LLP (“Latham”), submitted a full markup of the merger agreement, along with a draft of a proposed voting agreement requested and contemplated to be entered into with respect to the shares of Company Common Stock beneficially owned by Mr. Pedersen and his affiliates, to representatives of each of Goldman Sachs and King & Spalding.

On May 4, 2022, Strategic Party A’s outside legal counsel submitted a full markup of the draft merger agreement to representatives of King & Spalding.

On May 5, 2022, following discussions with representatives of the Company’s management and the Transaction Committee and in light of the lower purchase price offered by PE Party B in its indication of interest and the less certainty of closing (as a result of the heightened antitrust risk) posed by PE Party B’s proposal relative to the other bidders, at the instruction of the Company, King & Spalding held a call with PE Party B’s legal counsel to provide high-level feedback regarding PE Party B’s markup of the merger agreement and key issues with respect to the terms contained therein, in order to encourage a revised markup and more competitive submission of PE Party B’s revised indication of interest in advance of the May 9, 2022 deadline.

On May 6, 2022, King & Spalding circulated a revised draft of the merger agreement to Latham in advance of the deadline for the submission of revised indications of interest in the second-round of the transaction process.

On May 6, 2022, members of the Company’s management and its advisors, including representatives of Goldman Sachs and King & Spalding, met with members of Strategic Party A’s management and its advisors and representatives during a management presentation and due diligence meeting regarding Strategic Party A’s business and operations.

On May 6, 2022, following discussions with representatives of the Company’s management and at the instruction of the Company, King & Spalding held a call requested by Strategic Party A’s legal counsel to discuss the markup of the merger agreement, during which representatives of King & Spalding provided high-level feedback regarding Strategic Party A’s comments to the draft merger agreement.

On May 7, 2022, representatives of King & Spalding participated in a call requested by Latham to discuss certain open issues and points raised by the Company’s revised draft of the merger agreement.

On May 7, 2022, King & Spalding circulated a revised draft of the merger agreement to Strategic Party A’s outside legal counsel in advance of the deadline for the submission of revised indications of interest in the second-round of the transaction process.

On May 9, 2022, the Company received three revised non-binding indications of interest from Parent, PE Party B and Strategic Party A to acquire the Company as part of the second-round process. The per share purchase prices proposed in the revised non-binding indications of interest ranged from $75.00 to $92.25 per share and were as follows: Parent proposed $92.25 per share in an all-cash transaction; PE Party B proposed $87.00 per share in an all-cash transaction; and Strategic Party A proposed $75.00 per share in a mixed equity and cash consideration transaction with a fixed exchange ratio of Strategic Party A’s common stock per share of Company Common Stock. Parent and PE Party B each also submitted a further revised draft of the merger agreement in connection with the submission of their respective revised non-binding indication of interests.

On May 9, 2022, the Transaction Committee determined that each of Parent and PE Party B, as the two bidders that had the highest valuation proposals and that were the furthest along in terms of being prepared to execute definitive documentation and provide committed financing, should be invited to submit improved final definitive proposals. Also on May 9, 2022, at the request and instruction of the Transaction Committee, representatives of Goldman Sachs notified Strategic Party A that its revised indication of interest was insufficient in terms of valuation to merit its continuation in the process.

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From May 9, 2022 to May 11, 2022, representatives of Goldman Sachs had a number of discussions with each of Parent and PE Party B, encouraging the parties to submit competitive bids and communicating that the parties should increase their respective offer prices and improve the terms of their respective proposals (including the terms of the proposed definitive agreements), with “best and final” binding proposals due on May 11, 2022.

On May 10, 2022, King & Spalding circulated a revised draft of the merger agreement and a revised draft of the voting agreement proposed by Parent to Latham.

Also on May 10, 2022, King & Spalding held a further call with PE Party B’s outside legal counsel to discuss and provide additional feedback regarding key open points and issues that were remaining in the updated markup and draft of the merger agreement submitted in connection with PE Party B’s revised non-binding indication of interest (including, among other points, the absence of a reverse termination fee payable by PE Party B to the Company in the event of a failure to obtain approval under the HSR Act).

On the morning of May 11, 2022, members of management met with Mr. Pedersen and certain of his affiliates to give an update on the transaction process and to indicate that the leading bidder had requested that they sign a voting agreement in connection with the potential transaction.

On May 11, 2022, prior to the meeting of the Transaction Committee, representatives of PE Party B indicated to representatives of Goldman Sachs that it would be submitting a definitive binding proposal offering to acquire the Company at $96.00 per share in an all-cash transaction and subsequently submitted a further revised draft of the merger agreement in connection with its submission. PE Party B informed representatives of Goldman Sachs that the revised $96.00 per share proposal was its best and final offer.

On May 11, 2022, during the meeting of the Transaction Committee, representatives of Parent indicated to representatives of Goldman Sachs that it would be submitting a definitive binding proposal offering to acquire the Company at $95.00 per share in an all-cash transaction, which was preceded by Parent’s submission of a further revised draft of the Merger Agreement and the voting agreement to representatives of Goldman Sachs.

On May 11, 2022, the Transaction Committee met with the Company’s senior management and representatives of Goldman Sachs and King & Spalding. Representatives of Goldman Sachs provided an overview of the sale transaction process since the last meeting of the Transaction Committee and Board, including highlighting that Parent and PE Party B were the two remaining bidders in the process. Representatives of King & Spalding discussed with the Transaction Committee the fiduciary duties in connection with a potential sale transaction. The Transaction Committee reviewed and considered the terms of PE Party B’s revised proposal and Parent’s revised proposal. After discussing the terms of PE Party B’s revised proposal and risks, including the financing and regulatory risks from an antitrust perspective as a result of PE Party B’s identity and its proposal to structure the acquisition of the Company by an existing portfolio company with certain notable capability and contractual overlaps with the Company’s business, including active and anticipated competition (including head-to-head competition) with the Company in respect of certain current or prior government contract bids as well as anticipated future business opportunities) and less favorable terms of the proposed draft of the merger agreement (including, among other things, a lower termination fee in the event of a regulatory failure relative to Parent’s proposed draft of the merger agreement) submitted in connection with its proposal, the Transaction Committee determined Parent’s proposal had greater certainty to close relative to PE Party B’s proposal. The Transaction Committee also noted and discussed that Parent was farther along in the process than PE Party B at such time in terms of being prepared to execute definitive transaction documentation acceptable to the Company and provide evidence of committed financing.

On May 11, 2022, following the meeting of the Transaction Committee, representatives of Parent indicated to representatives of Goldman Sachs that it would be increasing the merger consideration offered per share and subsequently submitted an updated and revised definitive binding proposal offering to acquire the Company at $96.00 per share, informing representatives of Goldman Sachs that this proposal was its best and final offer. On

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the morning of May 12, 2022, Parent also informed representatives of Goldman Sachs that it would accept all of the proposed changes in the Merger Agreement proposed by the Company, including changes to termination fees and certain representations and warranties.

The Transaction Committee reconvened on the evening of May 11, 2022 with the Company’s senior management and, in light of the increase to the merger consideration and equal Company valuation presented by Parent’s and PE Party B’s proposal, the heightened deal certainty and certainty of closing from a regulatory approval and antitrust risk perspective associated with Parent’s proposal, Parent being further along in the transaction process in terms of being prepared to execute definitive transaction documents acceptable to the Company and relatedly, certain more favorable terms associated with Parent’s revised proposal and proposed transaction documents at such time (including with respect to, among other things, conditionality, termination fees and remedies and regulatory provisions), instructed its advisors and the Company’s management to work to finalize definitive agreements with Parent.

From May 11 to May 13, 2022, representatives of King & Spalding exchanged drafts of the Merger Agreement to reflect minor non-substantive changes, the Voting Agreement, the disclosure schedules to the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and the other transaction documents with representatives of Latham and held several discussions to negotiate the final terms of such documents.

At 4:00 p.m. (Eastern Time) on May 13, 2022, the Board convened a special meeting, with members of the Company’s senior management and representatives of Goldman Sachs and King & Spalding in attendance, to discuss and consider the proposals made by PE Party B and Parent. Prior to the meeting, the Board was provided certain informational materials related to the potential transaction involving the Company, including a presentation by Goldman Sachs, a draft of the proposed merger agreement and a summary comparison of the material terms of the offers from each of Parent and PE Party B. During the meeting, representatives of Goldman Sachs reviewed the financial aspects of the offers from PE Party B and Parent, and representatives of King & Spalding reviewed with the Board legal terms and conditions of the offers and also discussed with the Board its fiduciary duties in considering a potential sale of the Company. Representatives of King & Spalding provided the Board with an update on the Merger Agreement negotiation process with PE Party B and Parent, compared the terms of the revised merger agreement drafts submitted by the respective bidders and reviewed in detail with the Board the material terms and provisions of the proposed merger agreement and other definitive transaction agreements. The Board, with the assistance of the advisors, considered the perceived deal/closing certainty and compared the risks associated with the proposals from PE Party B and Parent, including the risk that a potential buyer’s financing becomes unavailable and the risk that the parties fail to obtain required regulatory/antitrust approval and the remedies available to the Company in each such circumstance. After discussion, the Board determined that, because the per share merger consideration offered in the final binding proposals by PE Party B and Parent were the exact same in value, and PE Party B’s acquirer profile posed certain risks (including regulatory risks) which would result in less deal certainty and certainty of closing as compared to Parent’s proposal, as well as the fact that Parent was further along in the transaction process at such time in terms of being in a position to immediately execute definitive transaction documents acceptable to the Board (including by virtue of less favorable terms of the merger agreement associated with PE Party B’s proposal at such time, including a lower reverse termination fee in the event of a regulatory failure), Parent’s revised proposal was superior to PE Party B’s revised proposal. At the request of the Board, representatives of Goldman Sachs rendered their opinion to the Board that, as of May 13, 2022 and based upon and subject to the factors and assumptions set forth therein, the $96.00 in cash per share of Company Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Company Common Stock, taken in the aggregate, pursuant to the proposed Merger Agreement was fair from a financial point of view to such holders of shares of Company Common Stock, as more fully described below in the section entitled “— Opinion of Our Financial Advisor” beginning on page 43 of this proxy statement.

On May 13, 2022, the Board subsequently adjourned and, immediately thereafter, the Transaction Committee met with the Company’s senior management and representatives of Goldman Sachs and King &

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Spalding. After further discussion regarding Parent’s final proposal, the Transaction Committee determined to recommend that the proposed Merger Agreement and the transactions contemplated thereby, including the Merger, be approved, adopted and declared advisable by the full Board and that the full Board recommend the proposed Merger Agreement to the stockholders for approval and adoption thereby.

On May 13, 2022, immediately after the Transaction Committee, the full Board reconvened. On behalf of the Transaction Committee, Mr. LaMontagne, Chairman of the Transaction Committee, formally recommended that the full Board approve, the resolutions adopting and declaring advisable the Merger Agreement and the transactions contemplated thereby, approving the consummation of the Merger, and recommending that the Company’s stockholders approve and adopt the Merger Agreement.

After further discussion, and having considered the various reasons to approve the Merger Agreement (see the section below entitled “—Reasons for the Merger” beginning on page 36 of this proxy statement), and taking into account the numerous discussions with the Company’s management and financial and legal advisors, the Board unanimously:

In the evening of May 13, 2022, following the special meeting of the Board, representatives of Goldman Sachs notified PE Party B that the Company was discontinuing negotiations with PE Party B. The Company also approached Mr. Pedersen and certain of his affiliated trusts with respect to the terms and conditions of the proposed Voting Agreement, at which time Mr. Pedersen and such affiliated trusts indicated that they would enter into the Voting Agreements as presented to them.

In the evening of May 13, 2022, following approval of the Merger Agreement by the Board, the Company, Parent and Merger Sub executed and delivered to each other the Merger Agreement and related transaction documents.

On the morning of May 16, 2022, prior to the opening of trading on Nasdaq, the Company issued a press release announcing the execution of the Merger Agreement.

Reasons for the Merger

In reaching its unanimous decision to approve, adopt and declare advisable the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby, determine that the terms of the Merger Agreement and the transactions contemplated thereby are fair to, and in the best interests of, the Company and the Company’s stockholders, and to resolve to recommend that the Company’s stockholders vote to approve the Merger Proposal, the Board consulted with the Company’s senior management team, as well as representatives of each of King & Spalding and Goldman Sachs, and carefully considered and analyzed a number of factors, including the following principal factors (which are not intended to be exhaustive and are not presented in any relative order of importance) that the Board viewed as supporting its decision:

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The Board also considered a variety of risks and other potentially negative factors with respect to the Merger and the Merger Agreement, including the following (which are not intended to be exhaustive and are not presented in any relative order of importance):

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The foregoing discussion of the factors considered by the Board is not intended to be exhaustive but does set forth the principal factors considered by the Board. The Board collectively reached the unanimous conclusion to approve the Merger and the Merger Agreement considering all of the various factors described above and other factors that each member of the Board deemed relevant. In view of the wide variety of factors considered by the members of the Board in connection with their evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Recommendation of Our Board of Directors

After careful consideration, the Board has unanimously (i) determined that the Merger Agreement, the Voting Agreement, the Merger and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of, the Company and its stockholders, (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (iii) directed that the Merger Agreement be submitted to the Company stockholders for their approval and (iv) resolved to recommend that the stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board recommends that you vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

performance, earnings or other results due to the inherent unpredictability of the underlying assumptions, estimates and projections. In connection with its consideration of the Company’s stand-alone prospects and potential strategic transactions available to the Company, management of the Company prepared and provided to the Board and Goldman Sachs certain forecasts (the “Forecasts”). The Company’s management subsequently directed Goldman Sachs to use the Forecasts in connection with rendering its fairness opinion to the Board and performing its related financial analysis, as described above under the heading “—Opinion of Our Financial Advisor.” The summary of the Forecasts is included in this proxy statement solely to give the Company’s stockholders access to certain financial projections that were made available to the Board and Goldman Sachs, and is not being included in this proxy statement to influence a Company stockholder’s decision whether to vote to adopt the Merger Agreement and approve the Merger.

The Forecasts were prepared by our management for internal use and developed by our management as then current estimates of our future financial performance as an independent company, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement or the Merger, the expenses that have already and will be incurred in connection with completing the Merger, or any changes to the Company’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Forecasts also do not consider the effect of any failure of the Merger to be completed; and should not be viewed as accurate or continuing in that context.

The Forecasts were not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”). In addition, the Forecasts were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of Prospective Financial Information. The Forecasts included in this document have been prepared by, and are the responsibility of, the Company’s management. Neither the Company’s independent auditors nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Unaudited Prospective Financial Information and, accordingly, they do not express an opinion or any other form of assurance with respect thereto, and assume no responsibility for, and disclaim any association with, the Prospective Financial Information. In the view of the Company’s management, the Forecasts were prepared on a reasonable basis, reflected the best available estimates and judgments at the time of preparation and presented as of the time of preparation, to the best of the Company’s management’s knowledge and belief), the reasonable projections of the future financial performance of the Company.

The Forecasts, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain and many of which are beyond the control of the Company’s management. Because the Forecasts cover multiple years, by their nature, they also become subject to greater uncertainty with each successive year. The Forecasts presented below were primarily based on a contract waterfall comprised of the Company’s existing contracts, contract renewals and anticipated new business awards. The key assumptions through the forecast period for the Forecasts include:

Important factors that may affect actual results and result in the Forecasts not being achieved include, but are not limited to, (1) any issue that compromises the Company’s relationships with its customers, including the U.S. government, (2) adverse changes in U.S. government spending for programs we support, (3) failure to compete effectively for awards procured through the competitive bidding process, disruptions to our business or

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damage to our reputation resulting from cyber attacks and other security threats, (4) the government renegotiating, modifying or terminating our contracts, (5) failure to comply with numerous laws, regulations and rules, and (6) general economic conditions. Additional factors that may impact us or our business can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. In addition, the Forecasts may be affected by the Company’s inability to achieve strategic goals, objectives and targets over the applicable period. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. You should evaluate the Forecasts, if at all, in conjunction with our historical financial statements and other information regarding the Company contained in our public filings with the SEC. The Forecasts may not be consistent with our historical operating data as a result of the assumptions detailed above.

The inclusion of the Forecasts in this proxy statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or considers the Forecasts to be necessarily predictive of actual future events, and the Forecasts should not be relied upon as such. Neither the Company nor any of its respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any of the Company’s stockholders or any other person regarding the ultimate performance of the Company compared to the information contained in the Forecasts or can give any assurance that actual results will not differ materially from the Forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile the Forecasts to reflect circumstances existing after the date the Forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Forecasts are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Forecasts, except as otherwise required by law.

The Forecasts include non-GAAP financial measures, and they were presented because management believed they could be useful indicators of the Company’s projected future operating performance. The Company prepared the Forecasts on a non-GAAP basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Goldman Sachs. Accordingly, no reconciliation of the financial measures included in the Forecasts are provided in this proxy statement.

All financial projections are forward-looking statements. These and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified above and the cautionary statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly and current reports on Form 10-Q and 8-K. Please consider carefully the discussion entitled “Cautionary Statement Regarding Forward-Looking Statements” elsewhere in the proxy statement.

In light of the foregoing factors and the uncertainties inherent in the Forecasts, the Company’s stockholders are cautioned not to place undue, if any, reliance on the Forecasts.

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The following is a summary of the Forecasts (unaudited):

Opinion of Our Financial Advisor

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Board that, as of May 13, 2022 and based upon and subject to the factors and assumptions set forth therein, the $96.00 in cash per share of Company Common Stock to be paid to the holders (other than Parent and its affiliates) of shares of Company Common Stock, taken in the aggregate, pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Company Common Stock.

The full text of the written opinion of Goldman Sachs, dated May 13, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the Merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition, and future prospects of the Company; reviewed the reported price and trading activity for the shares of Company Common Stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the government services industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

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For purposes of rendering this opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company Common Stock, as of the date of the opinion, of the $96.00 in cash per share of Company Common Stock to be paid to such holders of Company Common Stock, taken in the aggregate, pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger payable to the stockholders pursuant to the Merger Agreement including, any allocation of the aggregate consideration, among the holders of Class A Common Stock and Class B Common Stock, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Merger, whether relative to the $96.00 in cash per share of Company Common Stock to be paid to the holders (other than Parent and its affiliates) of Company Common Stock, taken in the aggregate, pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on the Company or Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors of the Company in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 12, 2022 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for the shares of Company Common Stock for the one-year period ended May 12, 2022. In addition, Goldman Sachs analyzed the consideration to be paid to stockholders pursuant to the Merger Agreement in relation to the closing

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price of the shares of Company Common Stock on May 12, 2022, the closing price for the shares of Company Common Stock on February 2, 2022, the last trading day prior to media reports regarding a potential sale of the Company, and latest 52-week high price of the shares of Company Common Stock.

This analysis indicated that the price per share of Company Common Stock to be paid to stockholders pursuant to the Merger Agreement represented:

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company Common Stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s financial multiples. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2023 to 2025. Goldman Sachs first calculated the implied values per share of Company Common Stock as of March 31, 2022 for each of the fiscal years 2022 to 2024, by applying next twelve-month enterprise value to EBITDA multiples, which are referred to as the “NTM EV/EBITDA,” of 11.5x to 14.5x to EBITDA estimates for the Company for each of the fiscal years 2023 to 2025. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account historical NTM EV/EBITDA multiples for the Company. Goldman Sachs then subtracted the amount of the Company’s forecasted net debt for each of the fiscal years 2022 to 2024, as provided by the management of the Company, as of the relevant year-end per the Forecasts, from the respective implied enterprise values in order to derive a range of illustrative equity values for the Company for each of the fiscal years 2022 to 2024. Goldman Sachs then divided the results by the projected year-end fully diluted outstanding shares of Company Common Stock, as reflected in the Forecasts, to derive a range of implied future share of Company Common Stock prices (excluding dividends). Goldman Sachs then added the cumulative dividends per share expected to be paid to the Company stockholders in the second, third, and fourth fiscal quarters of 2022 and each of the fiscal years 2023 and 2024, using the Forecasts. Goldman Sachs then discounted the December 31, 2022 to December 31, 2024 implied future share of Company Common Stock price values (including cumulative dividends) back to March 31, 2022 using an illustrative discount rate of 10.0%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $67 to $86 per share of Company Common Stock, rounded to the nearest dollar.

Illustrative Discounted Cash Flow Analysis. Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company. Using discount rates ranging from 9.00% to 10.00%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2022 (i) estimates of unlevered free cash flow for the Company for the years 2022 through 2026 as reflected in the Forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying exit terminal year EBITDA multiples ranging from 12.5x to 16.0x, to a terminal year estimate of the EBITDA to be generated by the Company, as reflected in the Forecasts. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking

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into account the Forecasts and the Company’s historical LTM EV/EBITDA multiples. Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the net debt of the Company as of March 31, 2022, as provided by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Company Common Stock of the Company, as provided by the management of the Company, to derive a range of illustrative present values per share of Company Common Stock ranging from $73 to $94, rounded to the nearest dollar.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to selected transactions in the government services industry since January 2018. For each of the selected transactions where information was publicly available, Goldman Sachs calculated and compared the implied next twelve-month enterprise value to EBITDA multiple or the implied last twelve-month enterprise value to EBITDA multiple, which are referred to, respectively, as the “NTM EV/EBITDA” and the “LTM EV/EBITDA,” of the applicable target company based on the total consideration paid in the transaction as a multiple of the target company’s EBITDA based on publicly available information at the time each such selected transaction was announced. While none of the target companies that participated in the selected transactions are directly comparable to the Company, the target companies that participated in the selected transactions are companies that, for the purposes of analysis, may be considered similar to the Company with respect to certain of its results, market size and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment, Goldman Sachs applied a reference range of LTM EV/EBITDA multiples of 11.0x to 15.0x to the Company’s EBITDA for the fiscal year ended December 31, 2021, as reflected in the Forecasts, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted from the range of implied enterprise values the net debt of the Company as of March 31, 2022, as provided by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the results by the number of fully diluted outstanding shares of Company Common Stock, as provided by the management of the Company, to derive a range of implied values per share of Company Common Stock of $64 to $90, rounded to the nearest dollar.

Premia Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all cash and mixed cash and stock transactions announced during the time period from January 1, 2016 through May 12, 2022 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $1 billion and $10 billion using information obtained from Thomson Reuters. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25^th percentile and 75^th percentile premiums of the price paid in all cash and mixed cash and stock transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 21% across the period. This analysis also indicated a 25^th percentile premium of 10% and 75^th percentile premium of 40% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 10% to 40% to the undisturbed closing price per share of Company Common Stock of $72.82 as of February 2, 2022 and calculated a range of implied equity values per share of Company Common Stock of $80 to $102, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without

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considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the Merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company’s board of directors as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Company Common Stock, as of the date of the opinion, of the $96.00 in cash per share of Company Common Stock to be paid to such holders of Company Common Stock, taken in the aggregate, pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company’s Board of Directors. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or its Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Carlyle, an affiliate of Parent, and any of its respective affiliates and portfolio companies, or any currency or commodity that may be involved in the Merger. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the Merger. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Carlyle and/or its affiliates and portfolio companies, from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as book runner with respect to the offering by Pharmaceutical Product Development LLC, a portfolio company of Carlyle, of its 4.625% Senior Notes due 2025 and 5.000% Senior Notes due 2028 (aggregate principal amount $1,200,000,000) in May 2020; as book runner with respect to the offering by Veritas Software Corporation, a portfolio company of Carlyle, of its 7.500% Secured Notes due 2025 (aggregate principal amount $750,000,000) in November 2020; as book runner with respect to the initial public offering by Ortho Clinical Diagnostics Inc, a portfolio company of Carlyle, of 76,000,000 of its ordinary shares in January 2021; as financial advisor to Logoplaste Consultores Tecnicos SA, a portfolio company of Carlyle, with respect to its sale of a majority stake in July 2021; as book runner with respect to the offering by Medline Industries Inc, a portfolio company of Carlyle, of its Term Loan B due 2028 (aggregate principal amount $7,270,000,000) in October 2021; as financial advisor to Novolex

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Holdings LLC, a portfolio company of Carlyle, with respect to its sale of a majority stake in February 2022; and as book runner with respect to the offering by Novolex Holdings LLC, a portfolio company of Carlyle, of its 6.625% Senior Secured Notes due 2029 and 8.750% Senior Unsecured Notes due 2030 (aggregate principal amount $1,610,000,000) in March 2022. During the two year period ended May 13, 2022, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Carlyle and/or its affiliates and portfolio companies of approximately $150 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Carlyle and their respective affiliates and/or, as applicable, portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Carlyle and its affiliates from time to time and may have invested in limited partnership units of affiliates of Carlyle from time to time and may do so in the future.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated March 25, 2022, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $39.6 million, $5.0 million of which became payable at announcement of the Merger, and the reminder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Financing

We anticipate that the funds needed to complete the Merger will be funded with proceeds from the Equity Commitment and the Debt Financing (as described below). Under the Merger Agreement, Parent has agreed to deposit with a designated paying agent at or prior to the effective time of the Merger the amount of cash necessary to pay the amounts due to the Company’s stockholders at the closing of the Merger (which we anticipate, based upon the shares of Company Common Stock outstanding as of July 29, 2022, will be approximately $3,933,013,632). Under the Merger Agreement, Parent has agreed to deposit with the Company (or, solely with respect to holders of equity awards who are not current or former employees, the paying agent) the amount of cash necessary to pay the amounts due to the Company’s holders of equity awards at the closing of the Merger (which we anticipate, based upon the, Company Options and Company Share Awards outstanding as of July 29, 2022, will be approximately $88,468,896).

Equity Financing

In connection with the Merger, Parent has delivered to the Company an equity commitment letter, dated as of May 13, 2022 (the “Equity Commitment Letter”), entered into between Carlyle Partners and Parent. Pursuant to the Equity Commitment Letter, Carlyle Partners has committed the Equity Commitment, subject to the terms and conditions contained therein, to provide equity financing in an aggregate amount of up to $2,340,469,716, to Parent at or prior to the closing of the Merger, solely for the purpose of providing a portion of the financing for the transactions contemplated by the Merger Agreement at the closing of the Merger, including the fees and expenses related thereto.

Funding of the Equity Commitment is subject to (a) the prior or substantially contemporaneous funding of the Debt Financing on the terms and conditions described in the Debt Commitment Letter in an amount that, together with the proceeds of the Equity Commitment, is sufficient to fund the Parent’s payment obligations pursuant to the Merger Agreement, and (b) the satisfaction or waiver in full of each of the conditions to the Company’s, Parent’s and Merger Sub’s respective obligations in the Merger Agreement to consummate the transactions contemplated by the Merger Agreement (other than those conditions that by their nature are to be

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satisfied at the closing of the Merger, but subject to the prior or substantially simultaneous satisfaction of such conditions).

Carlyle Partners’ commitment under the Equity Commitment Letter will automatically terminate upon the earliest to occur of (i) the consummation of the closing, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) subject to certain exceptions, the assertion by the Company or its affiliates and certain other related parties of any claim against Carlyle Partners or certain related parties thereof in connection with the Equity Commitment Letter, the Merger Agreement or the limited guarantee, dated as of May 13, 2022, (the “Limited Guarantee”) delivered by Carlyle Partners to the Company, relating to Parent’s obligations under the Merger Agreement to pay the Parent’s termination fee and other related expenses, in each case, if and when due and payable by Parent pursuant to the terms and subject to the conditions set forth in the Merger Agreement, (iv) contribution of cash equal to or exceeding the commitment amount, or (v) payment of obligations pursuant to the Limited Guarantee.

Debt Financing

In connection with the Merger, Parent and Merger Sub have received a debt commitment letter, dated as of May 13, 2022, which was subsequently amended and restated to add additional lenders and to make certain other immaterial changes (the “Debt Commitment Letter” and together with the Equity Commitment Letter, the “Commitment Letters”), among Merger Sub, Blackstone Alternative Credit Advisors LP and the other financial institutions party thereto (collectively referred to as the “Debt Commitment Parties”), pursuant to which, and subject to the terms and conditions therein, the Debt Commitment Parties have committed to provide to Merger Sub (i) a senior secured first-lien term loan facility in an aggregate principal amount of $2,100,000,000, (ii) a senior secured first-lien delayed-draw term loan facility in an aggregate principal amount of $500,000,000, and (iii) a senior secured first-lien revolving credit facility in an aggregate principal amount of $250,000,000 (collectively, the “Debt Financing”).

Under the terms of the Debt Commitment Letter, the Debt Commitment Parties’ obligation to fund the Debt Financing is subject to customary conditions, including the consummation of the Merger, in all material respects in accordance with the terms of the Merger Agreement and other customary conditions, including, but not limited to:

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Commitments in respect of the Debt Commitment Letter will terminate on the earliest to occur of (1) the termination of the Merger Agreement in accordance with its terms without the Debt Financing, (2) the consummation of the Merger with or without the Debt Financing, and (3) five business days after the Outside Date, as defined in the Merger Agreement.

For more information, see the sections titled “The Merger Agreement—Conditions to the Completion of the Merger,” “The Merger Agreement—Termination” and “The Merger Agreement—Termination Fees.”

Limited Guarantee

Subject to the terms and conditions set forth in the Limited Guarantee, Carlyle Partners (the “Guarantor”) has guaranteed the due and punctual performance of (a) the obligation of Parent to pay the Parent termination fee to the Company, if, as and when due pursuant to the Merger Agreement (the “Parent Fee Obligation”), (b) the expense reimbursement and indemnification obligations of Parent pursuant to the Merger Agreement in connection with the Debt Financing (the “Reimbursement and Indemnification Obligations”) and (c) certain enforcement costs, expenses and interest described the Merger Agreement (the “Enforcement Obligations” and, together with the Reimbursement and Indemnification Obligations, the “Additional Obligations”) (the Parent Fee Obligation and the Additional Obligations, collectively, the “Payment Obligations”). The Guarantor’s obligations under the Limited Guarantee are subject to a maximum aggregate cap (the “Cap”) in an amount equal to (x) $239,745,343 plus (y) any Additional Obligations, minus (z) the amount of any Payment Obligations actually paid by Parent to the Company.

The Limited Guarantee will terminate and the Guarantor will have no further obligations under the Limited Guarantee as of the earliest of: (a) the closing of the Merger; (b) the date after the termination of the Merger Agreement on which there are no further Payment Obligations or Guarantor has made payments in respect of obligations under the Limited Guarantee that, in aggregate, equal or exceed the Cap; (c) the valid termination of the Merger Agreement in accordance with its terms in a circumstance in which the Parent termination fee is not payable pursuant thereto; and (d) the date that is six months following the valid termination of the Merger Agreement in accordance with its terms in a circumstance in which the Parent termination fee is payable pursuant thereto (unless the Company asserts a claim under the Limited Guarantee prior to such date, in which case the relevant termination date will be the date such claim is finally satisfied or otherwise resolved by agreement of the parties or a final, non-appealable judgment of a governmental authority of competent jurisdiction). In the event that the Company makes certain claims against the Guarantor, Parent or any Non-Recourse Party (as defined in the Limited Guarantee) with respect to the Limited Guarantee, Merger Agreement, Equity Commitment Letter or the transactions contemplated thereby (other than claims against (i) Carlyle Investment Management L.L.C. under the Confidentiality Agreement or the Clean Team Agreement, (ii) Guarantor under the Limited Guarantee (as limited by its terms) or (iii) Guarantor for specific performance of its obligation to fund its obligation pursuant to, and subject to the limitations in, the Equity Commitment Letter and the Merger Agreement (the “Retained Claims”)) or asserts that the Guarantor is liable for Payment Obligations or other amounts under the Limited Guarantee or Merger Agreement in excess of the Cap, then the obligations of the Guarantor under the Limited Guarantee will terminate and the Guarantor will be entitled to recover any payments previously made pursuant to the Limited Guarantee.

The Retained Claims are the sole and exclusive remedy against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or the transactions contemplated thereby.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our Board to approve the Merger, the Merger Agreement and the other proposals described above, our stockholders should be aware that our directors and executive officers have certain interests in the Merger that are different from, or in addition to, the interests of our stockholders

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generally. These interests may create potential conflicts of interest. Our Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. These interests are discussed below.

Section 16(b) Exemption Resolution

Our Board believes that it is desirable that the Company’s directors and executive officers be relieved of the risk of liability under Section 16 of the Exchange Act to the fullest extent permitted by applicable law in connection with the exchange of shares of Company Common Stock pursuant to the Merger. Accordingly, our Board has adopted a resolution providing that the disposition by the Company’s executive officers and directors of Company Common Stock pursuant to the transactions contemplated by the Merger are intended to be exempt from liability under Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e) promulgated thereunder.

Treatment of Company Equity Awards

As a result of the Merger, unless otherwise agreed by Parent and the holder thereof, the Company Options that are outstanding and unexercised and Company Share Awards that are outstanding, in each case, immediately prior to the effective time of the Merger (whether or not vested or, with respect to Company Options, exercisable) will be treated as follows:

At or prior to the effective time of the Merger, Parent will deposit, or cause to be deposited, with the Company (or paying agent, only with respect to payments to be made pursuant to the last sentence of this paragraph), cash in an amount sufficient to pay the aggregate consideration owed to all holders of Company Options and Company Share Awards. The applicable holders of Company Options and Company Share Awards who are current or former employees will receive their payment no later than 15 calendar days following the effective time of the Merger, through the payroll system or payroll provider of the surviving corporation or one of its affiliates, less applicable taxes. For all other holders of Company Options and Company Share Awards (including holders who are non-employee directors), the surviving corporation and Parent will cause the paying agent to make such payment within five business days following the effective time of the Merger.

The Board will also adopt resolutions and take any actions, prior to the effective time of the Merger, that may be necessary to give effect to the transactions contemplated above and to ensure that the Management Incentive Plan of the Company (the 2016 Restatement of which was effective as of May 5, 2016) (the “Company Stock Plan”) is terminated at the effective time of the Merger and that from and after the effective time of the Merger, none of Parent or any of its affiliates will be required to deliver Company Common Stock or any other consideration pursuant to or in settlement of any Company Option or Company Share Award.

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