March
30

Constellis Announces Successful Completion of De-Levering and Recapitalization

Delivering Sophisticated and Specialized Risk Protection Solutions for Customers Globally

Significantly Strengthens Balance Sheet by Reducing Debt From $1.4 Billion to $310 Million; Receives Up to $50 Million in Additional Capital to Support Operations

Herndon, VA. – March 30, 2020 — Constellis (or “the Company”), a leading provider of essential risk management and mission support services to government and commercial customers worldwide, announced today the successful completion of a comprehensive debt de-levering and recapitalization transaction with consent from 100% of its term loan and revolving lenders. As a result of the debt-for-debt and debt-for-equity exchanges, Constellis has significantly strengthened its balance sheet, reducing its debt by approximately $1.1 billion and annual cash interest payments by up to $90 million, while adding up to $50 million in new capital to support operations.

“This transaction is a significant milestone in our transformation of Constellis, strengthening our company financially and positioning the business for the long term,” said Tim Reardon, Chief Executive Officer of Constellis. “Constellis is poised for growth and continued success, and we will leverage the backing of our stakeholders and this capital support to drive the next evolution of the business. As a leading global provider of risk management, security, humanitarian, training and operational support services, we remain dedicated to providing our customers with sophisticated and specialized programs and look forward to supporting their mission needs with forward-thinking solutions for years to come.”

Mr. Reardon continued, “Our lenders were very supportive throughout this process and we look forward to continuing to work with them as the new owners of Constellis. We also thank our customers for their support, our business partners for their cooperation and partnership, and our outstanding employees for their continued dedication.”

Akin Gump Strauss Hauer & Feld LLP served as the Company’s legal counsel, PJT Partners, Inc. served as its financial advisor and AlixPartners LLP provided a managing director to serve as chief restructuring officer and served as restructuring and operations advisor.

Gibson, Dunn & Crutcher LLP and Houlihan Lokey, Inc. served as legal counsel and financial advisor, respectively, to an ad hoc group of certain of the Company’s lenders.



Forward Looking Statements:

Certain statements contained in this press release may constitute “forward-looking statements,” which can be identified by the use of forward looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “target”, “project”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance may differ materially from those reflected or contemplated in such forward-looking statements. Important factors that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements include, but are not limited to, the following: the Company’s substantial level of indebtedness, the Company’s ability to refinance, restructure or amend the terms of that indebtedness, and changes in availability of capital and cost of capital; the inherent political, economic and other risks associated with the Company’s significant business operations outside the United States; political destabilization or insurgency in the regions in which the Company operates; public health emergencies, including the COVID-19 pandemic; U.S. government decisions to change spending priorities and reduce funding for projects the Company supports; U.S. government debt ceiling limitations, sequestration, continuing resolutions, or other similar budgetary or funding issues; delays in the federal budget process including U.S. government shutdowns and threatened shutdowns; cancellation of U.S. government contracts and delays in payments from U.S. government customers; competitive factors such as pricing pressures, bid protests of contract awards by unsuccessful bidders and competition to hire and retain employees; termination of the Company’s material contracts or the Company’s inability to replace or renew its material contracts; and negative publicity.

Any forward-looking statement included in this press release speaks only as of the date hereof, and except as may be required by law, the Company undertakes no obligation to update any forward-looking statement or any other statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for the Company to predict all of them; nor can the Company assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.



About Constellis

Constellis protects critical priorities safely and efficiently around the world. Operating in 30 countries and based in the Washington D.C. area, our 22,000 Constellis personnel bring unparalleled dedication and passion for creating a safer world and upholding the highest standards of compliance, quality and integrity. As a leading global provider of risk management, security, humanitarian, training and operational support services, Constellis’ forward thinking solutions include a range of synergistic services, including background investigations, social intelligence tools, advanced training, logistics and life support, UAS and K9 services, and crisis response and mitigation. Constellis is committed to the success of our customers and other partners.



Contact

Constellis

Sharon Watts

mediarelations@constellis.com

+1 866 996 3599



Michael Freitag / Jed Repko / Tim Ragones / Viveca Tress

Joele Frank, Wilkinson Brimmer Katcher

+1 212 355 4449