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PSN Parsons

Filed: 19 Nov 20, 4:20pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 19, 2020

 

 

 

LOGO

PARSONS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-07782 95-3232481

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5875 Trinity Parkway, #300,

Centreville, VA

 20120
(Address of principal executive offices) (Zip Code)

(703) 988-8500

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $1 par value  PSN  New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.01.

Completion of Acquisition or Disposition of Assets.

As previously announced, on October 29, 2020, Parsons Corporation (the “Company”) announced the signing of a Securities Purchase Agreement for Parsons Government Services, Inc. (“Parsons GSI”) to acquire Braxton Science and Technology Group, LLC (“Braxton”).

On November 19, 2020, the Company completed the acquisition of Braxton. At the closing of the acquisition, Parsons GSI purchased and acquired all the issued and outstanding membership interests (the “Units”) of Braxton. As a result of the acquisition, former holders of the Units of Braxton received a pro rata share of approximately $300,000,000 (subject to adjustments, including reductions for indebtedness and transaction expenses) in cash.

 

Item 7.01.

Regulation FD Disclosure.

The Company issued a press release on November 19, 2020 announcing the completion of the Acquisition. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1  Press Release issued by Parsons Corporation, dated November 19, 2020
104  The cover page of this Current Report on Form 8-K formatted as Inline XBRL


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.

 

  PARSONS CORPORATION
Date: November 19, 2020  By: 

/s/ George L. Ball

  Name: George L. Ball
  Title: Chief Financial Officer