SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
5875 Trinity Parkway, #300,
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report.)
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
Name of each exchange
on which registered
|Common Stock, $1 par value||PSN||New York Stock Exchange|
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. ☐
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.
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.
Financial Statements and Exhibits.
|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|
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.
|Date: November 19, 2020||By:|
/s/ George L. Ball
|Name:||George L. Ball|
|Title:||Chief Financial Officer|