CACI International Inc. Files 8-K with Material Agreement

TL;DR

CACI inked a new material deal on Sept 10th, check the 8-K for details.

AI Summary

On September 10, 2024, CACI International Inc. entered into a Material Definitive Agreement. The filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on June 30.

Why It Matters

This 8-K filing indicates a significant new agreement for CACI International Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• CACI International Inc (company) — Registrant
• September 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• June 30 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $1.275 billion — pany for an aggregate purchase price of $1.275 billion in cash, subject to a customary post-cl
• $750.0 m — an aggregate principal amount of up to $750.0 million, less the aggregate principal amo

Filing Documents

• caci-20240910.htm (8-K) — 37KB
• exhibit219102024.htm (EX-2.1) — 1030KB
• pressrelease2024916.htm (EX-99.1) — 12KB
• 0000016058-24-000148.txt ( ) — 1384KB
• caci-20240910.xsd (EX-101.SCH) — 2KB
• caci-20240910_lab.xml (EX-101.LAB) — 21KB
• caci-20240910_pre.xml (EX-101.PRE) — 12KB
• caci-20240910_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On September 10, 2024, CACI, Inc.-Federal (the "Purchaser"), a subsidiary of CACI International Inc (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Azure Summit Technology, Inc., a Delaware corporation (the "Acquired Company") pursuant to which the Purchaser will acquire all of the issued and outstanding equity of the Acquired Company for an aggregate purchase price of $1.275 billion in cash, subject to a customary post-closing purchase price adjustment for working capital and certain other items (the "Transaction"). The Purchase Agreement contains customary representations and warranties and covenants of the Acquired Company, the Purchaser and the Seller (as defined in the Purchase Agreement) and the obligation of the Seller to indemnify the Purchaser for a specified period of time for breaches of certain fundamental representations and warranties. The Purchase Agreement also provides the parties with certain termination rights in specified circumstances, including if the closing of the Transaction has not occurred on or prior to (i) November 24, 2024 (the "End Date") and the failure to close is not due to a failure of the terminating party to perform its covenants or obligations under the Purchase Agreement, or (2) the two-month anniversary of the End Date. The End Date may be extended by mutual consent of the parties to May 24, 2025 in circumstances where competition and other regulatory approvals have not yet been satisfied and all of the other conditions to closing have been satisfied or waived by the party(ies) entitled to waive such conditions (other than conditions which by their terms or nature are to be satisfied at the closing but which conditions are reasonably capable of being satisfied at the closing). The representations and warranties in the Purchase Agreement are the product of negotiation among the parties to the Purchase Agr

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2024, the Company issued a press release announcing entry into the Purchase Agreement and its intent to acquire all of the equity interests of the Acquired Company. A copy of the Company's press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit Number Description 2.1 Purchase and Sale Agreement by and among Azure Summit Technology, Inc. and CACI, Inc. - Federal dated September 1 0 , 2 024 . 99.1 Press Release dated September 16, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CACI International Inc Date: September 16, 2024 By: s/ J. William Koegel, Jr. J. William Koegel, Jr. Executive Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR