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DXC Technology completes separation of US public-sector business

DXC Technology Co. has completed the separation of its U.S. public-sector business and its combination with Vencore Holding Corp. and KeyPoint Government Solutions into a separate, independent publicly traded company named Perspecta Inc.

Perspecta started trading on the New York Stock Exchange on June 1 under the ticker symbol PRSP.

On May 31, shareholders who held DXC common stock at the close of business May 25 received a distribution of 1 Perspecta common share for every 2 DXC common shares held. DXC received a $984 million cash distribution from Perspecta in connection with the separation.

Vencore and KeyPoint have completed their mergers into wholly owned subsidiaries of Perspecta. The separation of the U.S. public-sector business and related mergers were structured as a Reverse Morris Trust tax-free transaction. Funds controlled by Veritas Capital Management, which previously owned both Vencore and KeyPoint, received $400 million in cash and about 23 million Perspecta common shares, representing approximately 14% of Perspecta's outstanding common stock.

Guggenheim Securities acted as financial adviser and Latham & Watkins LLP acted as legal adviser to DXC regarding the spinoff and to DXC and Perspecta on the merger with Vencore and KeyPoint. Skadden Arps Slate Meagher & Flom LLP served as legal adviser to DXC with respect to tax-related matters in the spinoff, while Wiley Rein LLP and Crowell & Moring LLP acted as governmental counsel.

Stone Key Partners LLC acted as financial adviser to Veritas Capital, Vencore and KeyPoint, and Wells Fargo Securites acted as financial adviser to Veritas Capital. Schulte Roth & Zabel LLP and Skadden Arps Slate Meagher & Flom LLP acted as primary legal counsel and Covington & Burling LLP acted as governmental counsel to Veritas Capital, Vencore and KeyPoint.