F1On January 14, 2019, Science Applications International Corporation ("SAIC") acquired Engility Holdings, Inc. (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").
F2Pursuant to the terms of the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Issuer, 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.
F3Reflects securities held directly by New Birch Partners, LP (f/k/a Birch Partners, LP). Birch GP, LLC was the general partner of Birch Partners, LP. The members of Birch GP, LLC were General Atlantic Partners 85, L.P., a Delaware limited partnership ("GAP 85"), and KKR 2006 Fund L.P. The limited partners of Birch Partners include GAP 85, GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA"), and GAPCO GmbH & Co., KG, a German limited partnership ("KG" and, together with GAP 85, GAPCO III, GAPCO IV and GAPCO CDA, the "GA Funds"), as well as other investors. Collectively, the GA Funds may be deemed to have had an indirect beneficial interest in 8,960,446 Shares previously held by New Birch Partners, LP.
F4General Atlantic LLC ("GA LLC") is the general partner of General Atlantic GenPar, L.P., a Delaware limited partnership, which is the general partner of GAP 85. GA LLC is also the managing member of GAPCO III and GAPCO IV, and the general partner of GAPCO CDA. In addition, the managing directors of GA LLC control the voting and investment decisions of GAPCO Management GmbH, a German corporation, which is the general partner of KG.

Remarks

Each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934. In addition, each of the reporting persons described in the notes above may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934 with other limited partners of New Birch Partners, LP or other members of Birch GP, LLC. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.