SC14D9C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under

Section 14(d)(4) of the Securities Exchange Act of 1934

NCI, INC.

(Name of Subject Company)

NCI, INC.

(Name of Persons Filing Statement)

Class A Common Stock, $0.019 par value	Class B Common Stock, $0.019 par value
(Title of Class of Securities)	(Title of Class of Securities)
62886K104	None
(CUSIP Number of Class of Securities)	(CUSIP Number of Class of Securities)

Michele R. Cappello

General Counsel and Corporate Secretary

NCI, Inc.

11730 Plaza America Drive

Reston, Virginia 20190-4764

(703) 707-6900

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the persons filing statement)

With Copies to:

Deyan P. Spiridonov

Paul Hastings LLP

4747 Executive Drive, 12th Floor

San Diego, CA 92121

(858) 458-3000

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

On July 2, 2017, NCI, Inc., a Delaware corporation (“NCI” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Cloud Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). Parent and Purchaser are beneficially owned by affiliates of H.I.G. Capital, LLC (collectively, “HIG”).

Pursuant to the terms of the Merger Agreement, Purchaser will commence a tender offer (the “Offer”) to purchase all of the outstanding shares of the Company’s Class A common stock, par value $0.019 per share, and Class B common stock, par value $0.019 per share (collectively, the “Shares”), at a price per Share of $20.00, net to the seller thereof in cash, without interest, and subject to deduction for any required withholding of taxes. Pursuant to the terms of the Merger Agreement, Purchaser is obligated to commence the Offer as promptly as practicable, but in no event later than July 17, 2017.

This Schedule 14D-9 filing consists of the following documents related to the acquisition of the Company by Parent: (i) a press release of the Company (Exhibit 99.1); and (ii) an email communication to the Company’s employees (Exhibit 99.2), which were first used or made available on July 3, 2017.

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements related to NCI, Inc., including statements about the proposed acquisition of NCI by Parent and Purchaser, the parties’ ability to close the proposed transaction, the expected closing date of the proposed transaction, and NCI’s future growth prospects. Statements in this communication that are not historical or current facts are forward-looking statements. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause NCI’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the outcome of any regulatory review of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; how many NCI stockholders tender their shares in the proposed transaction; the outcome of legal proceedings that may be instituted against NCI and/or others related to the proposed transaction; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the possibility that competing offers will be made; effects of disruption from the proposed transaction making it more difficult to maintain relationships with employees, customers and other business partners; NCI’s ability to win recompete bids from existing customers; NCI’s ability to compete in its industry with companies that are significantly larger and have greater resources than NCI; any changes in general economic and/or industry-specific conditions; and other risks and uncertainties described more fully in NCI’s documents filed with or furnished to the SEC. More information about these and other risks that may impact NCI’s business are described in the “Risk Factors” sections of its Annual Report on Form 10-K for the year ended December 31, 2016, its subsequently filed quarterly reports, and other reports filed with the SEC, which are available free of charge on the SEC’s website at http://www.sec.gov and on NCI’s website at http://www.nciinc.com. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this communication are based on information available to NCI as of the date hereof, and NCI undertakes no obligation to update, amend or clarify any forward-looking statement for any reason.

Additional Information and Where to Find It

The tender offer described in this communication (the “Offer”) has not yet commenced. Neither this communication nor the information incorporated herein by reference is an offer to purchase or a solicitation of an offer to sell any Shares or any other securities of the Company. On the commencement date of the Offer, Parent and Purchaser, affiliates of H.I.G. Middle Market, LLC, will file a Tender Offer Statement on Schedule TO (“Schedule TO”), including an offer to purchase, a letter of transmittal and related documents, with the United States Securities and Exchange Commission (the “SEC”) and thereafter, NCI will file a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) with the SEC. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such statements. Investors and security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the Offer, as each may be amended from time to time, and any other documents relating to the Offer that are filed with the SEC, when they become available because they will contain important information relevant to making any decision regarding tendering Shares. These materials will be sent free of charge to all stockholders of NCI when available. In addition, at such time such materials (and all other materials

filed by NCI with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and may also be obtained by directing a request to the Company’s Investor Relations department at (703) 707-6900.    

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be “participants” in any solicitation of the Company’s stockholders in connection with the proposed transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is available in the Company’s definitive proxy statement on Schedule 14A for its 2017 Annual Meeting of Stockholders, as filed with the SEC on May 1, 2017. Investors may obtain additional information regarding the interest of such participants by reading the Schedule TO and Schedule 14D-9 when they become available.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 3, 2017.
99.2	Email to employees, sent on July 3, 2017.

EX-99.1

Exhibit 99.1

11730 Plaza America Drive, Suite 700

Reston, VA 20190

News Release

IR Contact

Lawrence Delaney, Jr.

Investor Relations Advisor

714-734-5142

or

Media Contact

Joelle Shreves

Vice President, Marketing & Corporate Communications

703-707-6904

NCI TO BE ACQUIRED BY H.I.G. CAPITAL, LLC

RESTON, VA, July 3, 2017 – NCI, Inc. (NASDAQ: NCIT) (“NCI” or the “Company”), a leading provider of information technology (IT) and professional services and solutions to U.S. Federal Government agencies, announced today that it has signed a definitive agreement to be acquired by private funds managed by an affiliate of H.I.G. Capital, LLC (“H.I.G.”), a leading global private equity investment firm, in an all-cash transaction valued at approximately $283 million.

Under the terms of the definitive agreement, H.I.G. will commence a tender offer no later than July 17, 2017, to acquire all outstanding shares of NCI’s Class A and Class B common stock for $20.00 per share in cash. NCI’s board of directors has unanimously approved the transaction. Concurrently with the execution of the merger agreement, the chairman of the board of NCI, Charles Narang, in his capacity as a stockholder of the Company, entered into a tender and support agreement pursuant to which he will, subject to certain exceptions, tender all of his shares of NCI common stock in favor of the offer.

“On behalf of NCI, I am pleased to announce this agreement today and excited by the prospect of what it means for our customers and employees,” said Paul A. Dillahay, president and CEO. “This partnership with H.I.G. Capital will offer NCI an opportunity to accelerate our growth strategy; enhance our delivery of premier solutions to our customers, including the use of artificial intelligence and agile software development to increase the speed, productivity and capability of their missions; and create new opportunities for our employees.”

“We are excited to partner with Paul Dillahay and the entire NCI workforce,” said Rick Rosen, an executive managing director at H.I.G. “We believe NCI is well positioned to continue to deliver differentiated technology solutions to its federal government customers, including the men and women of our armed forces, and we look forward to working with the NCI management team through the next stage of the Company’s growth.”

The closing of the tender offer will be subject to certain conditions, including the tender of shares of NCI common stock representing at least a majority of the voting power of the shares of Class A and Class B common stock outstanding on a fully-diluted basis (assuming that the shares of Class B common stock will convert to Class A common stock upon consummation of the tender offer, the exercise of all options and the vesting of all restricted stock awards), the expiration of the waiting period under any applicable antitrust laws and other customary conditions. Upon the completion of the tender offer, H.I.G. will acquire all remaining shares through a second step merger without the need for a stockholder vote under Delaware law. The closing of the transaction is not contingent on financing. The parties currently expect the transaction to close in the third quarter of 2017. Upon the completion of the proposed transaction, NCI will become a privately held company.

Wells Fargo Securities, LLC and Stifel, Nicolaus & Company, Incorporated are serving as financial advisors to NCI. Paul Hastings LLP is acting as NCI’s legal advisor. Teneo Capital is acting as H.I.G.’s financial advisor. Kirkland & Ellis LLP is acting as H.I.G.’s legal advisor.

Additional Information and Where to Find It

The tender offer described in this press release (the “Offer”) has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of NCI common stock or any other securities of NCI. Cloud Intermediate Holdings, LLC and Cloud Merger Sub, Inc., each of whom are affiliates of H.I.G. Capital, LLC, will file a tender offer statement on Schedule TO (“Schedule TO”) with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (“Schedule 14D-9”), each with respect to the planned Offer described in this press release. Any offers to purchase or solicitations of offers to sell will be made only pursuant to such statements. Investors and security holders are urged to read, carefully and in their entirety, both the Schedule TO and the Schedule 14D-9 regarding the Offer, each as may be amended from time to time, and any other documents relating to the Offer that are filed with the SEC, when they become available because they will contain important information relevant to making any decision regarding tendering shares. Such materials, when prepared and ready for release, will be made available to the Company’s stockholders at no expense to them. In addition, at such time such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and also may be obtained by directing a request to the Company’s Investor Relations department at (703) 707-6900.

Forward-Looking Statements

This press release contains forward-looking statements related to NCI, Inc., including statements about the proposed acquisition of NCI by affiliates of H.I.G., the satisfaction of certain closing conditions with respect to the Offer, obtaining of regulatory approvals necessary to complete the Offer and the Merger, the anticipated timing of the Offer and the Merger, and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and the

Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from the forward-looking statements contained herein include, but are not limited to, potential adverse reactions or changes to business relationships resulting from the announcement of the proposed acquisition of the Company; unexpected costs, charges or expenses resulting from the proposed acquisition of the Company; litigation or adverse judgments relating to the proposed acquisition of the Company; risks relating to the consummation of the proposed acquisition of the Company, including the risk that the closing conditions to the Offer or the proposed Merger will not be satisfied; any difficulties associated with requests or directions from governmental authorities resulting from their reviews of the transaction; the possibility that competing offers will be made; and any changes in general economic and/or industry-specific conditions. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 31, 2017, under the heading “Item 1A—Risk Factors” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by the Company.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be “participants” in any solicitation of the Company’s stockholders in connection with the proposed transactions contemplated by the definitive agreement. Information regarding the Company’s directors and executive officers is available in the Company’s definitive proxy statement on Schedule 14A for its 2017 Annual Meeting of Stockholders, as filed with the SEC on May 1, 2017, and will be available in the Company’s Schedule 14D-9. Investors may obtain additional information regarding the interest of such participants by reading the Schedule TO and Schedule 14D-9 when they become available.

About NCI, Inc.:

NCI is a leading provider of enterprise solutions and services to U.S. defense, intelligence, health and civilian government agencies. The company has the expertise and proven track record to solve its customers’ most important and complex mission challenges through technology and innovation. NCI’s team of highly skilled professionals focuses on delivering cost-effective solutions and services in the areas of agile development and lean software O&M; cybersecurity and information assurance; engineering and logistics; big data and data analytics; IT infrastructure optimization and service management; and health and program integrity. Headquartered in Reston, Virginia, NCI has approximately 2,000 employees operating at more than 100 locations worldwide. For more information, visit www.nciinc.com or email investor@nciinc.com.

About H.I.G.:

H.I.G. is a leading global private equity and alternative assets investment firm with over $21 billion of equity capital under management. Based in Miami, and with offices in New York, Boston, Chicago, Dallas, Los Angeles, San Francisco and Atlanta in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, Bogotá, Rio de Janeiro and Mexico City, H.I.G. specializes in

providing both debt and equity capital to small and mid-sized companies, utilizing a flexible and operationally focused/ value-added approach. For more information, please refer to the H.I.G. website at www.higcapital.com

# # #

EX-99.2

Exhibit 99.2

To:	All NCI Employees
From:	Paul A. Dillahay, President and CEO
Date:	July 3, 2017
Subject:	NCI to be Acquired by H.I.G. Capital

As announced in this morning’s press release, NCI has signed a definitive agreement to be acquired by H.I.G. Capital, a leading global private equity investment firm. H.I.G. specializes in providing capital to small and medium-sized companies with committed management teams and helping these companies build market-leading positions. Upon completion of the proposed transaction, NCI will become a privately-held company.

I’m excited by the potential of this transaction and prospects for NCI’s future. I believe that with the quality of our team, our focus on customers and operational excellence, and the capital of H.I.G., this partnership will accelerate our growth strategy, enhance our delivery of world-class innovative solutions for our customers and provide increased opportunities for all employees.

This should not impact your day-to-day operations in any way. Should you have any questions, please reach out to your manager or ccommunication@nciinc.com.

I look forward to sharing more with you in the coming weeks.

This email and any attachments are intended solely for the recipient(s) to whom they are addressed and may contain confidential or privileged information. Distribution outside of the addressees is not allowed without prior permission. Contact ccommunication@nciinc.com with any questions.