Filing Details

 

CUSIP No. 29286C 107

SCHEDULE 13D

Page 10 of 15

 

 

 

(i)

General Atlantic LLC, a Delaware limited liability company (“GA LLC”);

 

(ii)

General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”);

 

(iii)

General Atlantic Partners 85, L.P., a Delaware limited partnership (“GAP 85”);

 

(iv)

GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);

 

(v)

GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);

 

(vi)

GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);

 

(vii)

GAPCO GmbH & Co KG, a German limited partnership (“KG”); and

(viii)

GAPCO Management GmbH, a German corporation (“GmbH Management”)

 

We refer to GA LLC, GenPar, GAP 85, GAPCO III, GAPCO IV, GAPCO CDA, KG and GmbH Management, collectively, as the “Reporting Persons.”  We refer to GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG as the “GA Funds.”

 

CUSIP No. 29286C 107

SCHEDULE 13D

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Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

 

New Birch Partners, LP (f/k/a Birch Partners, LP) (“Birch Partners”) directly owned all of the shares of Common Stock reported in this Statement.  Birch GP, LLC is the general partner of Birch Partners. The members of Birch GP, LLC are GAP 85 and KKR 2006 Fund L.P.  Each of GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG, along with certain other investors, are limited partners of Birch Partners.  The general partner of GenPar is GA LLC.  GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA.  There are 29 managing directors of GA LLC (the “GA Managing Directors”).  The general partner of KG is GmbH Management, and the GA Managing Directors control the investment and voting decisions for GmbH Management.  The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.  The present principal occupation or employment of each of the GA Managing Directors is as a managing director of GA LLC.

 

None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

 

Unchanged.

 

Item 4.  Purpose of Transaction.

 

Unchanged.

CUSIP No. 29286C 107

SCHEDULE 13D

Page 12 of 15

 

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)-(b)  None of the Reporting Persons and, to the knowledge of each Reporting Person each other person described in Item 2 hereof, beneficially owns any shares of Common Stock.

(c) Except as set forth in this Amendment No. 3, none of the Reporting Persons and, to the knowledge of each Reporting Person each other person described in Item 2 hereof, has effected any transactions in shares of Common Stock in the past 60 days.

(d) Not applicable.

(e) As of January 14, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

   

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

 

Item 6 of the Schedule 13D is supplemented by the following:

On January 14, 2019, Science Applications International Corporation (“SAIC”) acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, SAIC and Raptors Merger Sub, Inc., a direct wholly owned subsidiary of SAIC (“Merger Sub”), dated as of September 9, 2018 (the “Merger Agreement”).  In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of SAIC (the “Merger”).  Pursuant to the terms of the Merger Agreement, each outstanding share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by the Issuer or any of its subsidiaries), automatically converted into the right to receive 0.450 validly issued, fully paid and non-assessable shares of SAIC common stock.  Immediately prior to the closing of the Merger, each of Birch Partners and Birch GP dissolved, and Birch Partners distributed its rights and interests in the shares of Common Stock it held to its limited partners.

In connection with the completion of the Merger, the Stockholders Agreement, dated February 26, 2015, as amended, by and among the Issuer, Birch Partners, and for the limited purposes set forth therein, the KKR Investors and GA Investors, terminated pursuant to its terms.

Item 7.  Materials to be Filed as Exhibits.

  

 Unchanged.

 

CUSIP No. 29286C 107

SCHEDULE 13D

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated:  January 16, 2019.

 

CUSIP No. 29286C 107

SCHEDULE 13D

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GA Managing Directors (as of the date hereof)

 

Name	Business Address	Citizenship
William E. Ford (Chief Executive Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
J. Frank Brown (Chief Operating Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Thomas J. Murphy (Chief Financial Officer)	600 Steamboat Road Greenwich, Connecticut 06830	United States
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Chris Caulkin	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Andrew Crawford	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Alex Crisses	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Steven A. Denning (Chairman)	600 Steamboat Road Greenwich, Connecticut 06830	United States
Michelle Dipp	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Roni Elchahal	23 Savile Row London W1S 2ET United Kingdom	United States
Martin Escobari	55 East 52nd Street 33rd Floor New York, New York 10055	Bolivia and Brazil
Pamela Fang	Suite 1704, 17/F Alexandra House 18 Chater Road Central, Hong Kong China	United States
Andrew Ferrer	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Wai Hoong Fock	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Singapore