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| CIK | 1720821 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to PAE Incorporated - Class A
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 PAE Incorporated (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69290Y109 (CUSIP Number |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38643 PAE INCORPORATED (Exact name of registrant as specified in its ch |
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| February 17, 2022 |
PAE / PAE Inc / PE Shay Holdings, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PAE Incorporated (Name of Issuer) Class A Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) John Holland Platinum Equity Advisors, LLC 360 North Crescent Drive, South Building Beverly Hills, CA 90210 (310) 712-1850 (Name, Address and T |
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| February 15, 2022 |
As filed with the Securities and Exchange Commission on February 15, 2022 As filed with the Securities and Exchange Commission on February 15, 2022 Registration Statement File No. |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2022 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| February 15, 2022 |
Exhibit 3.2 BY-LAWS OF PAE INCORPORATED (the ?Corporation?) ARTICLE I Meetings of Stockholders; Stockholders? Consent in Lieu of Meeting 1.1. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directo |
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| February 15, 2022 |
EXHIBIT 99.3 February 15, 2022 VIA CERTIFIED MAIL Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attention: Compliance Department Re: Warrants Ladies and Gentlemen: Reference is made to (a) the Warrant Agreement dated as of September 6, 2018, by and between PAE Incorporated, a Delaware corporation (f/k/a Gores Holdings III, Inc.) (the ?Company?), and Conti |
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| February 15, 2022 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PAE INCORPORATED Article I The name of the corporation is PAE INCORPORATED (the ?Corporation?). Article II The address of the Corporation?s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporati |
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| February 15, 2022 |
PAE ANNOUNCES CLOSING OF MERGER WITH AN AFFILIATE OF AMENTUM GOVERNMENT SERVICES HOLDINGS LLC Exhibit 99.2 News Release PAE ANNOUNCES CLOSING OF MERGER WITH AN AFFILIATE OF AMENTUM GOVERNMENT SERVICES HOLDINGS LLC FALLS CHURCH, Va., February 15, 2022 ? PAE Incorporated (?PAE?) today announced the completion of its acquisition by an affiliate of Amentum Government Services Holdings LLC for approximately $1.9 billion in cash, including the assumption of debt and certain fees (the ?Merger?). |
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| February 15, 2022 |
Exhibit 99.1 News Release Stockholders Approve PAE?s Definitive Agreement to be Acquired by an Affiliate of Amentum Government Services Holdings LLC FALLS CHURCH, Va., February 10, 2022 ? PAE Incorporated (?PAE?) today announced that at a special meeting of PAE?s stockholders held earlier today (the ?Special Meeting?), its stockholders voted to approve and adopt the previously announced definitive |
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| February 15, 2022 |
As filed with the Securities and Exchange Commission on February 15, 2022 As filed with the Securities and Exchange Commission on February 15, 2022 Registration Statement File No. |
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| February 14, 2022 |
PAE / PAE Inc / CRAMER ROSENTHAL MCGLYNN LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* PAE Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* PAE Incorporated (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua |
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| February 2, 2022 |
PAE / PAE Inc / MASSACHUSETTS FINANCIAL SERVICES CO /MA/ - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* PAE INCORPORATED (Name of Issuer) Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2022 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2022 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| January 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| January 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| December 21, 2021 |
Goodwin Procter LLP 1900 N Street NW Washington, DC 20036 United States goodwinlaw. |
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| December 6, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| December 1, 2021 |
PAE Announces Expiration of Go-Shop Period Exhibit 99.1 News Release PAE Announces Expiration of Go-Shop Period FALLS CHURCH, Va. ? PAE Incorporated today announced the expiration of the ?go-shop? period under the terms of the previously announced definitive agreement dated as of October 25, 2021 (the ?Merger Agreement?) in which it agreed to be acquired by an affiliate of Amentum Government Services Holdings LLC (?Amentum?) in an all-cash |
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| December 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| December 1, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| November 4, 2021 |
PAE Reports Third-Quarter 2021 Financial Results Exhibit 99.1 PAE Reports Third-Quarter 2021 Financial Results Highlights ?Third-quarter revenue of $689.5 million ?Third-quarter operating income of $26.0 million ?Third-quarter net income of $29.8 million ?Third-quarter adjusted EBITDA1 of $50.8 million (margin of 7.4%1 of revenue) ?Third-quarter cash flow provided by operations of $56.3 million ?Third-quarter net bookings of $1.1 billion (1.7x b |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 26, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE IN |
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| November 2, 2021 |
PAE / PAE Inc / Magnetar Financial LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PAE Incorporated (Name of Issuer) Common Stock, par value $.00001 (Title of Class of Securities) 69290Y109 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 60201 (847) 905-4400 (Name, Addr |
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| November 2, 2021 |
Joint Filing Agreement, dated as of November 2, 2021, among the Reporting Persons. Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of PAE Incorporated, and further agree that this Joint Filing Agreement be included as an Exh |
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| October 26, 2021 |
AMENDMENT AND TERMINATION AGREEMENT Exhibit 10.4 AMENDMENT AND TERMINATION AGREEMENT This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation ( |
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| October 26, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 26, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2021 BY AND AMONG AMENTUM GOVERNMENT SERVICES HOLDINGS LLC, PINNACLE VIRGINIA MERGER SUB INC. and PAE INCORPORATED TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Other Definitional and Interpretative Provisions 22 ARTICLE II CLOSING; MERGER Section 2.1 Closing 23 Section 2.2 The Merger 23 Section 2.3 Co |
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| October 26, 2021 |
AMENDMENT AND TERMINATION AGREEMENT Exhibit 10.2 AMENDMENT AND TERMINATION AGREEMENT This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation ( |
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| October 26, 2021 |
Exhibit 10.5 PAE Incorporated [, 2021] Transaction Bonus Agreement Dear [Employee Name]: As you are aware, PAE Incorporated (the ?Company?) is currently contemplating a sale, directly or indirectly, of all or substantially all the assets or outstanding voting securities of the Company (whether by means of corporate merger, consolidation, asset or stock sale or otherwise, such sale is hereinafter r |
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| October 26, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2021 BY AND AMONG AMENTUM GOVERNMENT SERVICES HOLDINGS LLC, PINNACLE VIRGINIA MERGER SUB INC. and PAE INCORPORATED TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 6 Section 1.2 Other Definitional and Interpretative Provisions 22 ARTICLE II CLOSING; MERGER Section 2.1 Closing 23 Section 2.2 The Merger 23 Section 2.3 Co |
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| October 26, 2021 |
Form of Transaction and Retention Agreement Exhibit 10.5 PAE Incorporated [, 2021] Transaction Bonus Agreement Dear [Employee Name]: As you are aware, PAE Incorporated (the ?Company?) is currently contemplating a sale, directly or indirectly, of all or substantially all the assets or outstanding voting securities of the Company (whether by means of corporate merger, consolidation, asset or stock sale or otherwise, such sale is hereinafter r |
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| October 26, 2021 |
Exhibit 10.2 AMENDMENT AND TERMINATION AGREEMENT This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation ( |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 26, 2021 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is entered into by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (?Parent?), each of the shareholders of the Company (as defined below) party hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?), and, solely for purposes of Section 5(b), P |
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| October 26, 2021 |
2019 Merger Agreement Termination Agreement Exhibit 10.3 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation (f/k/a Gores Holdings III, Inc.) |
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| October 26, 2021 |
Exhibit 10.3 AMENDMENT AGREEMENT This AMENDMENT AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation (f/k/a Gores Holdings III, Inc.) |
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| October 26, 2021 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is entered into by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (?Parent?), each of the shareholders of the Company (as defined below) party hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?), and, solely for purposes of Section 5(b), P |
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| October 26, 2021 |
Registration Rights Termination Agreement Exhibit 10.4 AMENDMENT AND TERMINATION AGREEMENT This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this ?Agreement?), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below). WHEREAS, PAE Incorporated, a Delaware corporation ( |
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| October 25, 2021 |
DEFA14A 1 d249537ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 25, 2021 |
Exhibit 99.1 News Release PAE Enters Into Agreement to be Acquired by Amentum Stockholders to receive $10.05 per Share in Cash, a 70% Premium to October 22nd Closing Price FALLS CHURCH, Va., October 25, 2021?PAE Incorporated (NASDAQ: PAE, PAEWW) (?PAE? or ?the Company?), a leading, highly diversified, global company that provides a broad range of operational solutions and outsourced services to me |
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| October 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| October 25, 2021 |
Exhibit 99.1 News Release PAE Enters Into Agreement to be Acquired by Amentum Stockholders to receive $10.05 per Share in Cash, a 70% Premium to October 22nd Closing Price FALLS CHURCH, Va., October 25, 2021?PAE Incorporated (NASDAQ: PAE, PAEWW) (?PAE? or ?the Company?), a leading, highly diversified, global company that provides a broad range of operational solutions and outsourced services to me |
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| August 5, 2021 |
PAE Reports Second-Quarter 2021 Financial Results Exhibit 99.1 PAE Reports Second-Quarter 2021 Financial Results Highlights ?Second-quarter revenue of $747.2 million ?Second-quarter operating income of $30.8 million ?Second-quarter net income of $14.4 million ?Second-quarter adjusted EBITDA1 of $53.3 million (margin of 7.1%1 of revenue) ?Second-quarter cash flow used in operations of $11.9 million ?Second-quarter net bookings of $731 million (1.0 |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 27, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE INCORPO |
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| August 5, 2021 |
Retention Agreement with Clint Bickett, Interim President of Global Mission Services June 24, 2021 Clint Bickett Re: Retention Agreement Dear Clint, This letter agreement (?Agreement?) is between PAE Shared Services LLC (?the Company?) and Clint Bickett (?You? or ?Your?). |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File nu |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 24, 2021 (June 17, 2021) PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38643 (Commission File Numbe |
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| May 7, 2021 |
As filed with the Securities and Exchange Commission on May 7, 2021 Registration No. |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-3 |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 28, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE INCORP |
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| May 7, 2021 |
Amendment to Employment Agreement between PAE Incorporated and Patricia M.C. Munchel April 13, 2021 Dear Patricia, This letter agreement (?Letter Agreement?), effective as of April 13, 2021 (the ?Effective Date?) amends your Employment Agreement with PAE Incorporated (?PAE?), dated May 5, 2020 (the ?Employment Agreement?). |
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| May 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 7, 2021 |
Amendment to Employment Agreement between PAE Incorporated and Charles D. Peiffer April 13, 2021 Dear Charlie, This letter agreement (?Letter Agreement?) sets forth certain terms related to your appointment as Interim President and Chief Executive Officer of PAE Incorporated (?PAE?) and amends your Employment Agreement with PAE, dated May 5, 2020 (the ?Employment Agreement?). |
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| May 7, 2021 |
Amendment to Employment Agreement between PAE Incorporated and Rene Moline April 13, 2021 Dear Chico, This letter agreement (?Letter Agreement?), effective as of April 13, 2021 (the ?Effective Date?) amends your Employment Agreement with PAE Incorporated (?PAE?), dated May 5, 2020 (the ?Employment Agreement?). |
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| May 7, 2021 |
Amendment to Employment Agreement between PAE Incorporated and Paul W. Cobb, Jr. April 13, 2021 Dear Whit, This letter agreement (?Letter Agreement?), effective as of April 13, 2021 (the ?Effective Date?) amends your Employment Agreement with PAE Incorporated (?PAE?), dated May 5, 2020 (the ?Employment Agreement?). |
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| May 6, 2021 |
PAE Reports First-Quarter 2021 Financial Results Exhibit 99.1 PAE Reports First-Quarter 2021 Financial Results Highlights ?First-quarter revenue of $748.6 million ?First-quarter operating income of $26.2 million ?First-quarter net income of $13.4 million ?First-quarter adjusted EBITDA1 of $47.0 million (margin of 6.3%1 of revenue) ?First-quarter cash flows provided by operations of $55.4 million ?First-quarter net bookings of $292 million (0.4x |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File numbe |
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| April 30, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 27, 2021 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38643 (Commission File Number) 82-3173473 ( |
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| April 19, 2021 |
News Release PAE Appoints Mary M. Jackson and Delara Zarrabi to Board of Directors Appointment of Highly Qualified Directors Underscores Commitment to Board Diversity and Shareholder Value Creation FALLS CHURCH, Va. ? PAE (NASDAQ: PAE, PAEWW) announced today the appointment of Mary M. Jackson and Delara Zarrabi as members of the PAE Board of Directors effective April 15, 2021. ?Mary and Delara bri |
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| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 19, 2021 (April 15, 2021) PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38643 (Commission File Num |
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| April 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2021 (April 12, 2021) PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38643 (Commission File Num |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 16, 2021 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware 001-38643 82-3173473 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 15, 2021 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware 001-38643 82-3173473 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 16, 2021 |
Subsidiaries of the Registrant. Exhibit 21.1 - Subsidiaries of the Registrant PAE Company Place of Information Bravour Leistungen GmbH Germany CENTRA Services Corporation Massachusetts CENTRA Technology, Inc. Maryland Courage Services, Inc. Virginia Delta Bridge, Inc. Virginia DynCorp LLC Delaware DZSP 21 LLC Delaware FCI Federal, LLC Virginia Global Health Supply Chain Alliance, LLC Delaware Macfadden & Associates, Inc. Virgini |
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| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE INCORPORATE |
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| March 16, 2021 |
As filed with the Securities and Exchange Commission on March 16, 2021 Registration No. |
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| March 16, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 10 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) |
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| March 11, 2021 |
PAE Reports Fourth-Quarter and Full Year 2020 Financial Results EX-99.1 2 a2020ex991datedmarch112021.htm EX-99.1 Exhibit 99.1 PAE Reports Fourth-Quarter and Full Year 2020 Financial Results Highlights •Fourth-quarter revenue of $787.8 million; $2.7 billion for the year •Fourth-quarter operating income of $20.5 million; $90.8 million for the year •Fourth-quarter net loss of $6.1 million; $15.3 million net income for the year •Fourth-quarter adjusted EBITDA1 of |
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| March 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2021 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File nu |
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| February 17, 2021 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with the other such undersigneds, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Amendment No.1 to Schedule 13G (including amendments thereto) with respect to the Class |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 PAE Incorporated (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69290Y109 (CUSIP Number |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3) PAE INCORPORATED (formerly Gores Holdings III, Inc.) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 69290Y109 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check |
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| February 16, 2021 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* PAE Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PAE iNCORPORATED (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 11, 2021 |
PAE Incorporated (formerly known as Gores Holdings III, Inc.) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PAE Incorporated (formerly known as Gores Holdings III, Inc.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check t |
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| February 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PAE INCORPORATED (Name of Issuer) Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| November 23, 2020 |
PAE Completes Acquisition of Metis Solutions News Release PAE Completes Acquisition of Metis Solutions FALLS CHURCH, Va., NOV. 23, 2020 – PAE (NASDAQ: PAE, PAEWW), a global leader in delivering smart solutions to the U.S. government and its allies, today announced that it has completed its acquisition of Metis Solutions Corporation. The transaction expands and builds scale in PAE's offerings for intelligence analysis, training and program su |
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| November 23, 2020 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 23, 2020 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware 001-38643 82-3173473 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 23, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 9 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| November 20, 2020 |
PAE Completes Acquisition of CENTRA Technology Exhibit 99.1 News Release PAE Completes Acquisition of CENTRA Technology FALLS CHURCH, Va., NOV. 20, 2020 – PAE (NASDAQ: PAE, PAEWW), a global leader in delivering smart solutions to the U.S. government and its allies, today announced that it has completed its acquisition of CENTRA Technology, Inc. The transaction brings new, value-added service and technology offerings to PAE’s portfolio, includi |
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| November 20, 2020 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2020 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware 001-38643 82-3173473 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 20, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 8 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| November 16, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 7 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| November 16, 2020 |
Exhibit 99.1 News Release PAE to Acquire Metis Solutions, Expanding and Differentiating Its Intelligence Community and National Security Portfolio Highlights •PAE will acquire Metis Solutions Corporation in a $92 million all-cash transaction. •The acquisition further strengthens PAE's intelligence, defense and national security businesses in areas of high priority for the U.S. federal government. |
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| November 16, 2020 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among METIS SOLUTIONS CORPORATION, PACIFIC ARCHITECTS AND ENGINEERS, LLC, RISING TIDE MERGER SUB, INC. and Christopher Wynes, AS THE SELLERS’ REPRESENTATIVE Dated: November 16, 2020 TABLE OF CONTENTS 1. DEFINITIONS. 2 1.1 Defined Terms 2 1.2 Other Defined Terms 17 1.3 Certain Matters of Construction 19 2. MERGER. 20 2.1 Merger 20 2. |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2020 PAE INCORPORATED (Exact Name of Registrant Specified in Charter) Delaware 001-38643 82-3173473 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| November 5, 2020 |
PAE Reports Third-Quarter 2020 Financial Results Exhibit 99.1 PAE Reports Third-Quarter 2020 Financial Results Highlights •Third-quarter revenue of $666.2 million •Third-quarter operating income of $28.5 million •Third-quarter net income of $10.3 million •Third-quarter adjusted EBITDA1 of $46.2 million (6.9%1 of revenue) •Third-quarter cash flows provided by operations of $36.5 million •Third-quarter net bookings of $1.4 billion (2.1x book-to-bi |
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| November 5, 2020 |
Exhibit 10.2 EXECUTION VERSION Amendment No. 3 to revolving CREDIT Agreement This AMENDMENT NO. 3 (this “Amendment”) dated as of October 19, 2020 to the Revolving Credit Agreement dated as of October 20, 2016 (as amended by Amendment No. 1, dated as of June 12, 2017, Amendment No. 2, dated as of January 31, 2020, and as further amended, supplemented or otherwise modified prior to the Amendment No. |
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| November 5, 2020 |
Exhibit 2.1 Execution Version PRIVILEGED AND CONFIDENTIAL SUBJECT TO THE TERMS OF A CONFIDENTIALITY AGREEMENT STOCK PURCHASE AGREEMENT by and among PACIFIC ARCHITECTS AND ENGINEERS, LLC, CENTRA TECHNOLOGY, INC., The Stockholders of CENTRA TECHNOLOGY, INC., and Barbara Rosenbaum, as the Sellers Representative Dated as of October 26, 2020 TABLE OF CONTENTS Page STOCK PURCHASE AGREEMENT 1 ARTICLE I D |
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| November 5, 2020 |
Exhibit 10.1 EXECUTION VERSION Amended and Restated FIRST LIEN TERM LOAN CREDIT AGREEMENT among PAE HOLDING CORPORATION, as the EXISTING LEAD BORROWER, PAE INCORPORATED, as the CLOSING DATE LEAD BORROWER, THE SUBSIDIARY BORROWERS PARTY HERETO VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of October 20, 2016 Amended and Restated on October 19, 2020 BANK OF AMERICA, N.A |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 27, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE IN |
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| November 5, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 6 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| October 26, 2020 |
PAE to Acquire CENTRA Technology, Expanding its Intelligence Community Support Portfolio Exhibit 99.1 PAE to Acquire CENTRA Technology, Expanding its Intelligence Community Support Portfolio Highlights •PAE will acquire CENTRA Technology, Inc. in a $208 million transaction, net of tax benefits. •The acquisition strengthens PAE's intelligence, defense and national security businesses. •The business combination expands and differentiates PAE's capabilities in intelligence analysis, comm |
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| October 26, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 5 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| October 26, 2020 |
Exhibit 2.1 Execution Version PRIVILEGED AND CONFIDENTIAL SUBJECT TO THE TERMS OF A CONFIDENTIALITY AGREEMENT STOCK PURCHASE AGREEMENT by and among PACIFIC ARCHITECTS AND ENGINEERS, LLC, CENTRA TECHNOLOGY, INC., The Stockholders of CENTRA TECHNOLOGY, INC., and Barbara Rosenbaum, as the Sellers Representative Dated as of October 26, 2020 TABLE OF CONTENTS Page STOCK PURCHASE AGREEMENT 1 ARTICLE I D |
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| October 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| October 23, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 4 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| October 22, 2020 |
PAE Announces New Senior Secured Credit Facilities Exhibit 99.1 PAE Announces New Senior Secured Credit Facilities Highlights •$740 million, 7-year Term Loan •$150 million, 7-year Delayed Draw Term Loan •$175 million, 5-year Revolving Credit Facility FALLS CHURCH, Va., October 20, 2020 — PAE (NASDAQ: PAE, PAEWW) today announced it has closed new senior secured credit facilities. The credit agreements establish a $740 million term loan facility mat |
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| October 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 19, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File |
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| September 25, 2020 |
SC 13D/A (AMENDMENT NO. 2) Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2* Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) PAE Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) Gores Sponsor III, L |
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| August 14, 2020 |
PAE / PAE Incorporated Class A / Gores Sponsor III LLC - SC 13D/A Activist Investment SC 13D/A Page 1 of 6 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 13, 2020 |
Filed Pursuant to Rule 424(b)(3) Prospectus Supplement No. 3 Registration No. 333-236468 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| August 6, 2020 |
Exhibit 10.1 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN AMENDED AND RESTATED RESTRICTED STOCK UNIT GRANT NOTICE This Amended and Restated Restricted Stock Unit Grant Notice (the “Amended and Restated Grant Notice”) amends and restates the Restricted Stock Unit Grant Notice provided in respect of the restricted stock units granted to the participant listed below (the “Participant”) on the Grant Da |
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| August 6, 2020 |
PAE Reports Second-Quarter 2020 Financial Results Exhibit 99.1 PAE Reports Second-Quarter 2020 Financial Results Highlights •Second-quarter revenue of $643.3 million •Second-quarter operating income of $34.3 million •Second-quarter net income of $16.0 million •Second-quarter adjusted EBITDA1 of $48.4 million (7.5%1 of revenue) •Second-quarter cash flows provided by operations of $44.7 million •Second-quarter net bookings of $521 million (0.8x boo |
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| August 6, 2020 |
Filed Pursuant to Rule 424(b)(3) Prospectus Supplement No. 2 Registration No. 333-236468 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission File nu |
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| August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 28, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE INCORPO |
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| May 8, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 1 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| May 7, 2020 |
Exhibit 10.8 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). The Company has granted to the participant listed below |
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| May 7, 2020 |
Exhibit 10.4 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between PATRICIA M.C. MUNCHEL (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, PAE desires to continue to employ Executive, and Executive desires to continue such employment and enter into this Agreement, which sets forth the terms and conditions under which Execu |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation (Commission File number |
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| May 7, 2020 |
Exhibit 10.2 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between CHARLES D. PEIFFER (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, a subsidiary of PAE has employed Executive pursuant to two prior employment agreements, including most recently that certain Employment Agreement, dated as of March 14, 2016 (the “Prior Ag |
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| May 7, 2020 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 Prospectus Supplement No. 1 (To Prospectus Dated April 23, 2020) PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus supplement (this “Supplement”) s |
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| May 7, 2020 |
Exhibit 10.5 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between RENE MOLINE (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, PAE desires to continue to employ Executive, and Executive desires to continue such employment and enter into this Agreement, which sets forth the terms and conditions under which Executive will |
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| May 7, 2020 |
Exhibit 10.1 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between JOHN E. HELLER (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, a subsidiary of PAE has employed Executive pursuant to two prior employment agreements, including most recently that certain Employment Agreement, dated as of March 16, 2016 (the “Prior Agreem |
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| May 7, 2020 |
Exhibit 10.6 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between CHARLES A. ANDERSON (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, PAE desires to continue to employ Executive, and Executive desires to continue such employment and enter into this Agreement, which sets forth the terms and conditions under which Executi |
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| May 7, 2020 |
PAE Reports First-Quarter 2020 Financial Results Exhibit 99.1 PAE Reports First-Quarter 2020 Financial Results Highlights •First-quarter revenue of $617.3 million •First-quarter operating income of $7.5 million •First-quarter net loss of $4.9 million •First-quarter adjusted EBITDA1 of $41.6 million (6.7% of revenue) •First-quarter cash flows provided by operations of $10.9 million •First-quarter net bookings of $654 million (1.1x book-to-bill); |
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| May 7, 2020 |
Exhibit 10.7 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Performance-Based Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). The Company has gra |
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| May 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 29, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-38643 PAE INCORP |
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| May 7, 2020 |
Exhibit 10.9 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). The Company has granted to the participant listed below |
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| May 7, 2020 |
Exhibit 10.3 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between PAUL W. COBB, JR. (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”). WHEREAS, a subsidiary of PAE has employed Executive pursuant to two prior employment agreements, including most recently that certain Employment Agreement, dated as of March 14, 2016 (the “Prior Agr |
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| April 23, 2020 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-236468 PROSPECTUS PAE INCORPORATED 82,707,532 Shares of Class A Common Stock (Consisting of 19,999,999 Shares Offered by PAE Incorporated and 62,707,533 Shares Offered by the Selling Holders) 6,666,666 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of up to: (i) 6,666,666 shares o |
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| April 21, 2020 |
CORRESP PAE Incorporated 7799 Leesburg Pike Suite 300 North Falls Church, Virginia 22043 April 21, 2020 VIA EDGAR Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St. |
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| April 14, 2020 |
PAE / PAE Incorporated Class A S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on April 14, 2020 Registration No. |
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| April 3, 2020 |
EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PAE INCORPORATED ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of PAE Incorporated (the “Corporation”) within the State of Delaware shall be located at either: (a) the principal place of business of the Corporation in the State of Delaware; or (b) the office of the corporation or individual acting as the Corporation’s regi |
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| April 3, 2020 |
555 Eleventh Street, N.W., Suite 1000 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com April 3, 2020 FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madri |
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| April 3, 2020 |
As filed with the Securities and Exchange Commission on April 3, 2020 S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 3, 2020 Registration No. |
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| March 11, 2020 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations EX-99.2 Exhibit 99.2 Management’s Discussion and Analysis of Financial Condition and Results of Operations Stockholders of the Company should read the following discussion and analysis of PAE’s financial condition and results of operations together with the consolidated financial statements and related notes of Shay Holding Corporation (“Shay”) that are included elsewhere in this Current Report on |
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| March 11, 2020 |
EX-4.5 Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES Authorized and Outstanding Stock Our certificate of incorporation authorizes the issuance of 211,000,000 shares of capital stock, consisting of (i) 210,000,000 shares of common stock, all of which are Class A common stock, $0.0001 par value per share (“Class A Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.0001 p |
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| March 11, 2020 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 8-K/A 1 d848650d8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or oth |
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| March 11, 2020 |
10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 11, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 11, 2020 |
PAE Reports Fourth-Quarter and Full Year 2019 Financial Results EX-99.1 Exhibit 99.1 PAE Reports Fourth-Quarter and Full Year 2019 Financial Results Highlights • Fourth-quarter revenue of $697.1 million; $2.8 billion for the year • Fourth-quarter operating loss of $3.2 million; $26.8 million operating income for the year • Fourth-quarter net loss of $14.6 million; $49.8 million for the year • Fourth-quarter adjusted EBITDA1 of $37.5 million (5.4% of revenue); |
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| March 11, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF PAE INCORPORATED AND ITS SUBSIDIARIES EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF PAE INCORPORATED AND ITS SUBSIDIARIES Capitalized terms used but not defined in this Exhibit 99.4 shall have the meanings ascribed to them in the Current Report on Form 8-K/A to which this Exhibit 99.4 is attached (the “Report”). Unless the context otherwise requires, the “registrant” and the “Company” refer to Gor |
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| March 11, 2020 |
EX-99.3 Table of Contents Exhibit 99.3 Shay Holding Corporation and Subsidiaries Consolidated Financial Statements December 31, 2019 and December 31, 2018 Contents Report of Independent Auditors 1 Consolidated Financial Statements Consolidated Statements of Operations 2 Consolidated Statements of Comprehensive Loss 3 Consolidated Balance Sheets 4 Consolidated Statements of Equity 5 Consolidated St |
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| February 20, 2020 |
EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| February 20, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 PAE Incorporated (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 69290Y109 (CUSIP Number) |
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| February 20, 2020 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with the other such undersigneds, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of |
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| February 20, 2020 |
PAE / PAE Incorporated Class A / PE Shay Holdings, LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PAE Incorporated (Name of Issuer) Class A Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) Mary Ann Sigler Platinum Equity Advisors, LLC 360 North Crescent Drive Beverly Hills, CA 90210 (310) 712-1850 (Name, Address and Telephon |
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| February 18, 2020 |
EX-1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). |
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| February 18, 2020 |
PAE / PAE Incorporated Class A / Gores Sponsor Iii Llc - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) PAE Incorporated (Name of Issuer) Class A Common Stock (Title of Class of Securities) 69290Y109 (CUSIP Number) Gores Sponsor III, LLC 9800 Wilshire Blvd. Los Angeles, CA 90212 31 |
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| February 14, 2020 |
EX-10.20 Exhibit 10.20 EXECUTION VERSION ABL SUBSIDIARIES GUARANTY ABL SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the “ |
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| February 14, 2020 |
EX-10.11 Exhibit 10.11 EXECUTION VERSION SECOND LIEN TERM LOAN CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, as HOLDINGS PAE HOLDING CORPORATION, as the LEAD BORROWER, THE SUBSIDIARY BORROWERS PARTY HERETO VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of October 20, 2016 BANK OF AMERICA, N.A., CITIZENS BANK, NATIONAL ASSOCIATION SUNTRUST ROBINSON HU |
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| February 14, 2020 |
EX-10.19 Exhibit 10.19 Execution Version AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) dated as of January 31, 2020 to the Revolving Credit Agreement dated as of October 20, 2016 (as amended by Amendment No. 1, dated as of June 12, 2017, and as further amended, supplemented or otherwise modified prior to the Amendment No. 2 Effective Date (as defined below), |
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| February 14, 2020 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, par value $0. |
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| February 14, 2020 |
EX-10.17 Exhibit 10.17 EXECUTION VERSION REVOLVING CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION and its Domestic Subsidiaries listed as Borrowers on the signature pages hereto, as Borrowers, VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of October 20, 2016 BANK OF AMERICA, N.A., CITIZENS BANK, N.A., SUNTRUST ROBINSON HUMPHRE |
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| February 14, 2020 |
EX-10.18 Exhibit 10.18 EXECUTION VERSION AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT dated as of June 12, 2017 (this “Amendment”), by and among SHAY INTERMEDIATE HOLDING II CORPORATION (“Holdings”), PAE HOLDING CORPORATION (the “Lead Borrower”), the Subsidiary Borrowers party hereto (the “Subsidiary Borrowers” and, together with the Lead Borr |
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| February 14, 2020 |
EX-10.31 Exhibit 10.31 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). The Company has granted to the participant li |
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| February 14, 2020 |
Subsidiaries of the Registrant. EX-21.1 Exhibit 21.1 PAE Company Place of formation Afghan Holdco LLC Delaware Africa Expeditionary Services LLC Delaware ATOM Training Limited England and Wales Bravour Leistungen GmbH Germany Canadian Base Operators Inc. Canada CSR, Computer Sciences Raytheon - a Joint Venture Florida Defense Support Services International 3 LLC Delaware Defense Support Services International, LLC Delaware DynCo |
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| February 14, 2020 |
PAE / PAE Incorporated Class A S-3 - - S-3 S-3 Table of Contents As filed with the Securities and Exchange Commission on February 14, 2020 Registration No. |
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| February 14, 2020 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF PAE INCORPORATED AND ITS SUBSIDIARIES EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF PAE INCORPORATED AND ITS SUBSIDIARIES Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K to which this Exhibit 99.1 is attached (the “Report”). Unless the context otherwise requires, the “registrant” and the “Company” refer to Gores |
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| February 14, 2020 |
Letter from KPMG LLP to the Securities and Exchange Commission. EX-16.1 Exhibit 16.1 (Firm Letterhead) February 14, 2020 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently principal accountants for PAE Incorporated, formerly Gores Holdings III, Inc., (the Company) and, under the date of March 18, 2019, we reported on the financial statements of Gores Holdings III, Inc. (Gores) as of December 31, 2018 and 2017 and f |
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| February 14, 2020 |
EX-10.33 Exhibit 10.33 PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED 2016 PARTICIPATION PLAN TERMINATION AGREEMENT [●] Dear [NAME], As you may know, Shay Holding Corporation, a Delaware corporation and parent of Pacific Architects and Engineers, LLC (successor to Pacific Architects and Engineers Incorporated), a Delaware limited liability company (the “Company”), Gores Holdings III, Inc., a Delawa |
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| February 14, 2020 |
EX-10.15 Exhibit 10.15 EXECUTION VERSION SECOND LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 TABLE OF CONTENTS Page ARTICLE I SECURITY INTERESTS 1.1 Grant of Security Interests 2 1.2 Certain Exceptions 3 1.3 Power of A |
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| February 14, 2020 |
EX-10.24 Exhibit 10.24 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2016 (the “Effective Date”), by and between JOHN E. HELLER (“Executive”) and PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED, a California corporation (“PAE”). WHEREAS, PAE has entered into that certain Agreement and Plan of Merger, dated as of January 14, 2016 (the “Merger Agreement”), by and among (i) PAE Holding |
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| February 14, 2020 |
EX-10.34 Exhibit 10.34 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between PAE INCORPORATED, a Delaware corporation (the “Company”), and [•] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate |
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| February 14, 2020 |
Amended and Restated Bylaws of PAE Incorporated. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PAE INCORPORATED ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of PAE Incorporated (the “Corporation”) within the State of Delaware shall be located at either: (a) the principal place of business of the Corporation in the State of Delaware; or (b) the office of the corporation or individual acting as the Corporation’s regi |
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| February 14, 2020 |
Amended and Restated Certificate of Incorporation of PAE Incorporated EX-4.4 2 d887420dex44.htm EX-4.4 Exhibit 4.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS III, INC. February 10, 2020 Gores Holdings III, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gores Holdings III, Inc.” The original certificate of incorpo |
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| February 14, 2020 |
PAE / PAE Incorporated Class A / Park West Asset Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PAE iNCORPORATED (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 69290Y109 (CUSIP Number) February 4, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2020 |
EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 1 TO FIRST LIEN TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) dated as of June 12, 2017 to the First Lien Term Loan Credit Agreement dated as of October 20, 2016 (as amended, supplemented or otherwise modified prior to the Amendment Effective Date (as defined below)) (the “Credit Agreement”), among SHAY INTERMEDIATE HOLDING |
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| February 14, 2020 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION FIRST LIEN TERM LOAN CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, as HOLDINGS PAE HOLDING CORPORATION, as the LEAD BORROWER, THE SUBSIDIARY BORROWERS PARTY HERETO VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of October 20, 2016 BANK OF AMERICA, N.A., CITIZENS BANK, NATIONAL ASSOCIATION SUNTRUST ROBINSON HUMPH |
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| February 14, 2020 |
EX-10.23 Exhibit 10.23 EXECUTION VERSION INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of October 20, 2016 and is entered into by and among Shay Intermediate Holding II Corporation, a Delaware corporation (“Holdings”), PAE Holding Corporation, a Delaware corporation (the “Lead Borrower”), the certain Subsidiaries of the Lead Borrower that become a party hereto fro |
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| February 14, 2020 |
EX-10.22 Exhibit 10.22 EXECUTION VERSION ABL PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 Table of Contents Page 1. Security for Obligations 2 2. Definitions 3 3. Pledge of Securities, Etc. 6 3.1 Pledge 6 3.2 Procedures 9 3.3 |
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| February 14, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2020 |
EX-10.28 Exhibit 10.28 December 15, 2016 Charles Anderson Dear Chuck: Congratulations! PAE is pleased to offer you the position of President, Technical Services, reporting to Karl Williams, Chief Operating Officer (COO) in Arlington, Virginia. Your start date will be determined upon acceptance of this offer and your starting wage will be $15,384.62 bi-weekly, less applicable tax withholdings and o |
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| February 14, 2020 |
EX-10.2 Exhibit 10.2 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, is made and entered into by and among (i) PAE Incorporated (f/k/a Gores Holdings III, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor III LLC, a Delaware limited liability company (the |
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| February 14, 2020 |
EX-10.10 Exhibit 10.10 EXECUTION VERSION FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among PAE HOLDING CORPORATION, SHAY INTERMEDIATE HOLDING II CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Senior Priority Representative for the First Lien Credit Agreement Secured Parties, BANK OF AMERICA, N.A., as Second Priority Representative for the Initial Second Priority Debt Secured Parties, and e |
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| February 14, 2020 |
PAE / PAE Incorporated Class A / ELEMENT CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2020 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS III, INC. February 10, 2020 Gores Holdings III, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Gores Holdings III, Inc.” The original certificate of incorporation of the Corporation |
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| February 14, 2020 |
EX-10.9 Exhibit 10.9 EXECUTION VERSION FIRST LIEN PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 Table of Contents Page 1. Security for Obligations 2 2. Definitions 3 3. Pledge of Securities, Etc. 6 3.1 Pledge 6 3.2 Procedure |
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| February 14, 2020 |
EX-10.6 Exhibit 10.6 Execution Version AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) dated as of January 31, 2020 to the First Lien Term Loan Credit Agreement dated as of October 20, 2016 (as amended by Amendment No. 1, dated as of June 12, 2017, and as further amended, supplemented or otherwise modified prior to the Amendment No. 2 Effective Date |
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| February 14, 2020 |
EX-10.30 Exhibit 10.30 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. ARTICLE II. ELI |
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| February 14, 2020 |
EX-10.3 Exhibit 10.3 Execution Version INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is entered into as of February 10, 2020 (the “Effective Date”), by and between PAE Incorporated (f/k/a, Gores Holdings III, Inc.), a Delaware corporation (the “Company”), and PE Shay Holdings, LLC, a Delaware limited liability company (“Platinum”). Unless otherwise provided, each capi |
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| February 14, 2020 |
EX-10.26 Exhibit 10.26 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2016 (the “Effective Date”), by and between PAUL W. COBB (“Executive”) and PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED, a California corporation (“PAE”). WHEREAS, PAE has entered into that certain Agreement and Plan of Merger, dated as of January 14, 2016 (the “Merger Agreement”), by and among (i) PAE Holding Co |
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| February 14, 2020 |
EX-10.14 Exhibit 10.14 EXECUTION VERSION SECOND LIEN SUBSIDIARIES GUARANTY SECOND LIEN SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section |
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| February 14, 2020 |
EX-10.16 Exhibit 10.16 EXECUTION VERSION SECOND LIEN PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 Table of Contents Page 1. Security for Obligations 2 2. Definitions 3 3. Pledge of Securities, Etc 6 3.1 Pledge 6 3.2 Procedure |
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| February 14, 2020 |
EX-10.21 Exhibit 10.21 EXECUTION VERSION ABL SECURITY AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 TABLE OF CONTENTS Page ARTICLE I SECURITY INTERESTS 1.1 Grant of Security Interests 6 1.2 Certain Exceptions 7 1.3 Power of Attorney |
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| February 14, 2020 |
EX-10.27 Exhibit 10.27 1320 N. Courthouse Road Arlington, VA 22201 Telephone 703-656-7532 January 6, 2015 Ms. Patricia Munchel Dear Patricia: Congratulations! As we have discussed, I am pleased to promote you to the position of Senior Vice President, Human Resources, effective immediately. In this role you will report directly to me. Retroactive to December 28, 2014, your base compensation will be |
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| February 14, 2020 |
EX-10.29 Exhibit 10.29 May 15, 2017 Rene “Chico” Moline Dear Chico: Congratulations! PAE is pleased to offer you the position of President, PAE ISR, reporting to John Heller, Chief Executive Officer (CEO). Your start date will be determined upon acceptance of this offer and your starting wage will be $12,500.00 bi-weekly, less applicable tax withholdings and other legally required deductions, or $ |
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| February 14, 2020 |
Amended and Restated Bylaws of PAE Incorporated EX-4.5 3 d887420dex45.htm EX-4.5 Exhibit 4.5 AMENDED AND RESTATED BYLAWS OF PAE INCORPORATED ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of PAE Incorporated (the “Corporation”) within the State of Delaware shall be located at either: (a) the principal place of business of the Corporation in the State of Delaware; or (b) the office of the corporation or individual acting |
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| February 14, 2020 |
EX-10.7 Exhibit 10.7 EXECUTION VERSION FIRST LIEN SUBSIDIARIES GUARANTY FIRST LIEN SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 h |
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| February 14, 2020 |
EX-10.32 Exhibit 10.32 PAE INCORPORATED 2020 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2020 Equity Incentive Plan (as amended from time to time, the “Plan”) of PAE Incorporated (the “Company”). The Company has granted to the participant li |
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| February 14, 2020 |
EX-10.25 Exhibit 10.25 EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2016 (the “Effective Date”), by and between CHARLES D. PEIFFER (“Executive”) and PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED, a California corporation (“PAE”). WHEREAS, PAE has entered into that certain Agreement and Plan of Merger, dated as of January 14, 2016 (the “Merger Agreement”), by and among (i) PAE Hold |
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| February 14, 2020 |
EX-10.13 Exhibit 10.13 Execution Version AMENDMENT NO. 2 TO SECOND LIEN TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) dated as of January 31, 2020 to the Second Lien Term Loan Credit Agreement dated as of October 20, 2016 (as amended by Amendment No. 1, dated as of June 12, 2017, and as further amended, supplemented or otherwise modified prior to the Amendment No. 2 Effective |
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| February 14, 2020 |
EX-10.12 Exhibit 10.12 Execution Version AMENDMENT NO. 1 TO SECOND LIEN TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) dated as of June 12, 2017 to the Second Lien Term Loan Credit Agreement dated as of October 20, 2016 (as amended, supplemented or otherwise modified prior to the Amendment Effective Date (as defined below)) (the “Credit Agreement”), among SHAY INTERMEDIATE HOLD |
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| February 14, 2020 |
EX-10.8 Exhibit 10.8 EXECUTION VERSION FIRST LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016 TABLE OF CONTENTS Page ARTICLE I SECURITY INTERESTS 1.1 Grant of Security Interests 2 1.2 Certain Exceptions 3 1.3 Power of Atto |
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| February 14, 2020 |
EX-4.6 Exhibit 4.6 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, is made and entered into by and among (i) PAE Incorporated (f/k/a Gores Holdings III, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor III LLC, a Delaware limited liability company (the “S |
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| February 13, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286G109 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| February 13, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286G109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 13, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2020 PAE INCORPORATED (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commission F |
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| February 5, 2020 |
GRSHU / Gores Holdings, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) GORES HOLDINGS III, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 38286G109 (CUSIP Number) DECEMBER 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to desi |
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| January 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2020 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commissi |
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| January 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2020 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commissi |
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| January 24, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| January 21, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| January 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| January 7, 2020 |
Investor Presentation January 2020 Exhibit 99.1 Investor Presentation January 2020 1 Disclaimer This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of PAE Holding Corporation (“PAE” or the “Company”)or Gores Holdings III, Inc. (“Gores”) or any of PAE’s or Gores’ affiliates’ se |
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| January 7, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2020 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commissio |
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| December 31, 2019 |
PRER14A 1 d834494dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the C |
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| December 31, 2019 |
PAE / PAE Incorporated Class A CORRESP - - CORRESP VIA EDGAR 200 Crescent Court, Suite 300 Dallas, Texas 75201 +1 214 746 7700 tel +1 214 746 7777 fax December 31, 2019 James R. |
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| November 22, 2019 |
PREM14A 1 d834494dprem14a.htm PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001?38643 GORES |
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| November 1, 2019 |
PAE Investor Presentation October 2019 Exhibit 99.2 PAE Investor Presentation October 2019 Disclaimer This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of PAE Holding Corporation (“PAE” or the “Company”) or Gores Holdings III, Inc. (“Gores”) or any of PAE’s or Gores’ affiliates’ |
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| November 1, 2019 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG GORES HOLDINGS III, INC., EAP MERGER SUB, INC., EAP MERGER SUB II, LLC, SHAY HOLDING CORPORATION, and PLATINUM EQUITY ADVISORS, LLC, IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2019 TABLE OF CONTENTS ARTICLE I. THE CLOSING TRANSACTIONS 3 Section 1.1 Closing 3 Section 1.2 Parent Financing Certificate 3 Sectio |
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| November 1, 2019 |
EX-10.1 3 d828098dex101.htm EX-10.1 Exhibit 10.1 GORES III SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into this 1st day of November, 2019 (this “Subscription Agreement”), by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). WHEREAS, the Company concurrently herewith is entering into that certain Agreement and Plan o |
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| November 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2019 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commissi |
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| November 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| November 1, 2019 |
Form of Subscription Agreement. EX-10.1 Exhibit 10.1 GORES III SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT is entered into this 1st day of November, 2019 (this “Subscription Agreement”), by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). WHEREAS, the Company concurrently herewith is entering into that certain Agreement and Plan of Merger, dated as of the da |
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| November 1, 2019 |
Investor Presentation of the Company dated November 1, 2019. Exhibit 99.2 PAE Investor Presentation October 2019 Disclaimer This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of PAE Holding Corporation (“PAE” or the “Company”) or Gores Holdings III, Inc. (“Gores”) or any of PAE’s or Gores’ affiliates’ |
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| November 1, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE PLATINUM EQUITY PORTFOLIO COMPANY PAE ANNOUNCES MERGER AGREEMENT WITH GORES HOLDINGS III, INC. PAE to be Publicly Listed Company with $1.55 Billion Enterprise Value upon Consummation of Transaction LOS ANGELES (November 1, 2019) ? Platinum Equity portfolio company PAE (?PAE? or the ?Company?), trusted provider of outsourced solutions for enduring missions of the |
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| November 1, 2019 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG GORES HOLDINGS III, INC., EAP MERGER SUB, INC., EAP MERGER SUB II, LLC, SHAY HOLDING CORPORATION, and PLATINUM EQUITY ADVISORS, LLC, IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2019 TABLE OF CONTENTS ARTICLE I. THE CLOSING TRANSACTIONS 3 Section 1.1 Closing 3 Section 1.2 Parent Financing Certificate 3 Section 1.3 C |
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| November 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2019 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 81-3173473 (State or other jurisdiction of incorporation) (Commissi |
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| November 1, 2019 |
Press Release issued by the Company on November 1, 2019. EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PLATINUM EQUITY PORTFOLIO COMPANY PAE ANNOUNCES MERGER AGREEMENT WITH GORES HOLDINGS III, INC. PAE to be Publicly Listed Company with $1.55 Billion Enterprise Value upon Consummation of Transaction LOS ANGELES (November 1, 2019) – Platinum Equity portfolio company PAE (“PAE” or the “Company”), trusted provider of outsourced solutions for enduring missions |
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| August 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001‑38643 GORES HOLD |
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| May 14, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001‑38643 GORES HOL |
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| March 18, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-38643 GORES HOLDINGS |
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| February 14, 2019 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286G109 (CUSIP Number) December 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the r |
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| January 28, 2019 |
GRSHU / Gores Holdings, Inc. / Gores Sponsor Iii Llc - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 38286G109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 28, 2019 |
EX-99.1 2 d697267dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, dated as of the 25th day of January, 2019, among Gores Sponsor III LLC, AEG Holdings, LLC and Alec Gores (collectively, the “Joint Filers”). WHEREAS, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto desire to satisfy any filing obligat |
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| January 3, 2019 |
GRSHU / Gores Holdings, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 GRSHUSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) GORES HOLDINGS III, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 38286G109 (CUSIP Number) DECEMBER 31, 2018 (Date of event which requires filing of this statement) Check |
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| November 19, 2018 |
GRSHU / Gores Holdings, Inc. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286G109 (CUSIP Number) November 7, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| November 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10?Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001?38643 GORES |
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| October 26, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2018 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of (Commission File Number) |
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| October 26, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Gores Holdings III, Inc. Announces the Separate Trading of its Class A Common Stock and Warrants Commencing October 29, 2018 LOS ANGELES, CA, October 26, 2018 — Gores Holdings III, Inc. (NASDAQ: GRSHU) (the “Company”) announced that, commencing October 29, 2018, holders of the units sold in the Company’s initial public offering of 40,000,000 units completed on Se |
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| October 12, 2018 |
GRSHU / Gores Holdings, Inc. / ELEMENT CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 17, 2018 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Gores Holdings III, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 38286G208** (CUSIP Number) September 7, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| September 17, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2018 GORES HOLDINGS III, INC. (Exact name of registrant as specified in its charter) Delaware 001-38643 82-3173473 (State or other jurisdiction of (Commission File Numbe |
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| September 17, 2018 |
EXHIBIT 99.1 GORES HOLDINGS III, INC. Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Notes to Balance Sheet 4 Report of Independent Registered Public Accounting Firm The Stockholders and Board of Directors Gores Holdings III, Inc.: Opinion on the Financial Statement We have audited the accompanying balance sheet of Gores Holdings III, Inc. (the Company) as of September 1 |
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| September 13, 2018 |
GRSHU / Gores Holdings, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GORES HOLDINGS III, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 38286G208** (CUSIP Number) SEPTEMBER 7, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule p |
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| September 12, 2018 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 6, 2018, is made and entered into by and among Gores Holdings III, Inc., a Delaware corporation (the “Company”), Gores Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such pa |
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| September 12, 2018 |
Exhibit 10.4 Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 September 6, 2018 The Gores Group, LLC 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Gores Holdings III, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor III LLC, dated as o |
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| September 12, 2018 |
Gores Holdings III, Inc. Announces Pricing of $375,000,000 Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE Gores Holdings III, Inc. Announces Pricing of $375,000,000 Initial Public Offering LOS ANGELES, CA, September 6, 2018 ? Gores Holdings III, Inc. (the ?Company?), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business |
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| September 12, 2018 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS III, INC. September 6, 2018 Gores Holdings III, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Gores Holdings III, Inc.?. The original certificate of incorporation of the Corporation was filed wit |
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| September 12, 2018 |
Gores Holdings III, Inc. Completes $400 Million Initial Public Offering Exhibit 99.2 FOR IMMEDIATE RELEASE Gores Holdings III, Inc. Completes $400 Million Initial Public Offering LOS ANGELES, CA, September 11, 2018 — Gores Holdings III, Inc. (the “Company”), a blank check company sponsored by an affiliate of The Gores Group, LLC, a global investment firm founded in 1987 by Alec Gores, and formed for the purpose of entering into a merger, capital stock exchange, asset |
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| September 12, 2018 |
Exhibit 10.5 [·], 2018 Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities |
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| September 12, 2018 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of September 6, 2018 by and between Gores Holdings III, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-226794 (t |
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| September 12, 2018 |
Exhibit 10.3 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of September 6, 2018 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Gores Holdings III, Inc., a Delaware corporation (the ?Company?), and Gores Sponsor III LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS: The Company intends to con |
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| September 12, 2018 |
Financial Statements and Exhibits, Other Events QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 12, 2018 |
Exhibit 4.1 WARRANT AGREEMENT between GORES HOLDINGS III, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September 6, 2018, is by and between Gores Holdings III, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to here |
