SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

19,605,379⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0

0001193125-18-361038.txt : 20181228 0001193125-18-361038.hdr.sgml : 20181228 20181228165303 ACCESSION NUMBER: 0001193125-18-361038 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20181228 DATE AS OF CHANGE: 20181228 GROUP MEMBERS: CCP III CAYMAN GP LTD. GROUP MEMBERS: CELTIC INTERMEDIATE CORP. GROUP MEMBERS: CELTIC TIER II CORP. GROUP MEMBERS: CENTERBRIDGE ASSOCIATES III, L.P. GROUP MEMBERS: JEFFREY H. ARONSON GROUP MEMBERS: MARK T. GALLOGLY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Civitas Solutions, Inc. CENTRAL INDEX KEY: 0001608638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 651309110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88345 FILM NUMBER: 181257901 BUSINESS ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-790-4800 MAIL ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: CIVITAS SOLUTIONS, INC. DATE OF NAME CHANGE: 20140523 FORMER COMPANY: FORMER CONFORMED NAME: NMH HOLDINGS, INC. DATE OF NAME CHANGE: 20140520 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Centerbridge Capital Partners III, L.P. CENTRAL INDEX KEY: 0001616348 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-4601 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 d633618dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Civitas Solutions, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

17887R102

(CUSIP number)

Susanne V. Clark

375 Park Avenue, 11th Floor

New York, New York 10152

Copies to:

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Attention: Stuart M. Cable

Christian C. Nugent

(617) 570-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS Celtic Intermediate Corp.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Beneficial ownership of 19,605,379 shares of Issuer Common Stock (as defined below), calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) based on representations set forth in the Voting Agreement (as defined below), is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of such Voting Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of such shares of the Issuer Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement (as defined below)).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS Celtic Tier II Corp.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

Beneficial ownership of 19,605,379 shares of Issuer Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act based on representations set forth in the Voting Agreement described in Item 4 hereof, is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such shares as a result of such Voting Agreement. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of such shares of the Issuer Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

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1.		NAMES OF REPORTING PERSONS Centerbridge Capital Partners III, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS Centerbridge Associates III, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

(1)

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS CCP III Cayman GP Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

(1)

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS Mark T. Gallogly
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

CUSIP No. 17887R102


1.		NAMES OF REPORTING PERSONS Jeffrey H. Aronson
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS* OO
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)

(2)	The calculation of the foregoing percentage is based on 36,280,500 shares of Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement).

CUSIP No. 17887R102

ITEM 1.

Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Issuer Common Stock”), of Civitas Solutions, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 313 Congress Street, 6th Floor, Boston, Massachusetts 02210.

ITEM 2.

Identity and Background.*

This Schedule 13D is filed by:

a) Celtic Intermediate Corp., a Delaware corporation and wholly-owned subsidiary of CCP III (as defined below) (“Celtic Intermediate”);

b) Celtic Tier II Corp., a Delaware corporation and wholly-owned subsidiary of Celtic Intermediate (“Celtic Tier II”);

c) Centerbridge Capital Partners III, L.P., a Delaware limited partnership (“CCP III”), which may be deemed to have shared voting power with respect to (and therefore beneficially own) the subject shares of Issuer Common Stock by virtue of its ownership of Celtic Intermediate;

d) Centerbridge Associates III, L.P., a Delaware limited partnership (“Centerbridge III GP”), which serves as the general partner of CCP III, and may therefore be deemed to beneficially own the subject shares of Issuer Common Stock;

e) CCP III Cayman GP Ltd., a Cayman Islands exempted company (“CCP III Cayman GP”), which serves as the general partner of Centerbridge III GP, and may therefore be deemed to beneficially own the subject shares of Issuer Common Stock;

f) Mark T. Gallogly, who indirectly, through various intermediate entities, controls CCP III and other Reporting Persons with respect to the subject shares of Issuer Common Stock, and may therefore be deemed to beneficially own the subject shares of Issuer Common Stock; and

g) Jeffrey H. Aronson, who indirectly, through various intermediate entities, controls CCP III and other Reporting Persons with respect to the subject shares of Issuer Common Stock, and may therefore be deemed to beneficially own the subject shares of Issuer Common Stock.

The entities set forth in clauses (a) through (g) are collectively referred to as the “Reporting Persons.” The address of the principal business and principal office of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, New York 10152. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Each of Celtic Intermediate and Celtic Tier II was formed on December 14, 2018 solely for the purpose of completing the proposed Merger (as defined below) and each has conducted no business activities other than those related to the structuring and negotiation of the Merger and arranging the related financing. CCP III is a private investment fund principally engaged in the business of making investments in financial instruments. Centerbridge III GP is a private partnership whose principal business is acting as the general partner of CCP III and CCP III Cayman GP is a private company whose principal business is acting as the general partner of Centerbridge III GP.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each Reporting Person is set forth in Schedule I.

During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons identified in Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 17887R102

ITEM 3.

Source and Amount of Funds or Other Consideration.

Pursuant to, and subject to the terms and conditions contained in the Voting Agreement (defined in Item 4 below), the Reporting Persons may be deemed to have acquired beneficial ownership of shares of Issuer Common Stock by virtue of the execution of the Voting Agreement by Celtic Intermediate, Celtic Tier II and certain stockholders of the Issuer. No payments were made by or on behalf of the Reporting Persons in connection with the execution of the Voting Agreement and therefore no funds were used in connection with the transactions requiring the filing of this Statement.

Shared voting power with respect to the shares of Issuer Common Stock beneficially owned by the Support Stockholders (defined in Item 4 below) (referred to herein as the “subject shares of Issuer Common Stock”) may be deemed to have been acquired through the execution of the Voting Agreement.

Schedule II lists the names and number of shares of Issuer Common Stock that are beneficially held by each Support Stockholder and subject to this Schedule 13D.

ITEM 4.

Purpose of Transaction.

(a)-(j) The purpose of the Merger is to acquire control of, and the entire equity interest in, the Issuer, as provided in the Merger Agreement and the other transaction documents.

Merger Agreement

On December 18, 2018, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Celtic Intermediate and Celtic Tier II. Celtic Intermediate and Celtic Tier II are wholly-owned subsidiaries of CCP III.

The Merger

Pursuant to the Merger Agreement, Celtic Tier II will merge with and into the Issuer, and the Issuer will continue as the surviving corporation and as a wholly-owned subsidiary of Celtic Intermediate (the “Merger”).

Merger Consideration

As a result of the Merger, each share of Issuer Common Stock, outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares held by the Issuer as treasury shares, shares owned by Celtic Intermediate or Celtic Tier II or any of their or the Issuer’s subsidiaries and shares held by any holders who have properly exercised appraisal rights in compliance with Delaware law) will automatically be canceled, extinguished and converted into the right to receive cash in an amount equal to $17.75, without interest thereon (the “Per Share Price”).

Treatment of Issuer Awards

The Merger Agreement provides that, at the Effective Time, each option for a share of Issuer Common Stock (an “Option”), whether vested or unvested, will be cancelled and will become a right to receive an amount in cash, without interest, equal to (1) the amount of the Per Share Price (less the exercise price per share attributable to such Option); multiplied by (2) the total number of shares of Issuer Common Stock issuable upon exercise in full of such Option. The consideration for Options granted prior to December 7, 2018 will be payable on the closing date of the Merger and the consideration for Options granted on or after December 7, 2018 will vest and be payable at the same time as such Option would have vested pursuant to its terms.

CUSIP No. 17887R102

Each time-based restricted stock unit (a “TRSU”), whether vested or unvested, will be cancelled and will become a right to receive an amount in cash, without interest, equal to (1) the amount of the Per Share Price multiplied by (2) the total number of shares of Issuer Common Stock subject to such TRSU. For each TRSU granted prior to December 7, 2018, 50% of the consideration for such TRSU will be payable on the closing date of the Merger and the remaining 50% will generally vest and be payable in accordance with the terms of the TRSU, subject to the holder’s continued service with Celtic Intermediate or an affiliate of Celtic Intermediate (including the surviving corporation of the Merger or its subsidiary) through the applicable vesting dates (or, if earlier than the applicable vesting dates, the amounts will generally be paid in two equal installments on the first and second anniversaries of the closing date of the Merger). For each TRSU granted on or after December 7, 2018, the consideration for such TRSU will, subject to the holder’s continued service with Celtic Intermediate or an affiliate of Celtic Intermediate (including the surviving corporation of the Merger or its subsidiary) through the applicable vesting dates, vest and be payable in accordance with the terms of the TRSU, with no less than 50% vesting and payable on the first anniversary of the closing date of the Merger and any remaining unvested portion vesting and payable on the second anniversary of the closing date of the Merger.

At the Effective Time (i) certain performance-based restricted stock units (“PSUs”) outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled for no consideration, (ii) PSUs granted on December 8, 2017 or March 9, 2018 outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and will become a right to receive an amount in cash, without interest, equal to (x) the amount of the Per Share Price; multiplied by (y) the total number of shares of Issuer Common Stock subject to such PSU, with any performance-based vesting conditions deemed achieved based on actual performance during the applicable performance period, which shall be shortened to end on the date immediately prior to the closing date of the Merger, and which amount will be paid on the closing date of the Merger, and (iii) PSUs granted on or after December 7, 2018 outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and will become a right to receive an amount in cash, without interest, equal to (x) the amount of the Per Share Price; multiplied by (y) the total number of shares of Issuer Common Stock subject to such PSU, with any performance-based vesting conditions deemed achieved at target. The consideration in respect of PSUs granted on or after December 7, 2018 will be subject to the same payment terms, conditions and schedule as for the RSUs granted on or after December 7, 2018 (as described in the immediately preceding paragraph).

Board Recommendation

In connection with the approval of the Merger Agreement, the Issuer’s Board of Directors (the “Board”) unanimously resolved to recommend that the stockholders of the Issuer adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware.

No Solicitation; Change of Board Recommendation

Under the Merger Agreement, the Issuer and its representatives are subject to a customary non-solicitation provision whereby they are prohibited from soliciting any inquiry, proposal or offer that constitutes or could reasonably be expected to lead to, an acquisition proposal, subject to a customary “fiduciary out” provision that allows the Issuer, under certain circumstances and in compliance with certain obligations, to provide non-public information and engage in discussions and negotiations with respect to an acquisition proposal that would reasonably be expected to lead to a superior proposal. The Board is generally prohibited from withholding, withdrawing, qualifying, amending or modifying its recommendation for the Merger, with certain exceptions, including, upon compliance with the terms and conditions of the Merger Agreement, that the Board may change its recommendation in favor of the adoption of the Merger Agreement and terminate the Merger Agreement to enter into an acquisition agreement for a superior proposal prior to the receipt of the stockholder approval of the adoption of the Merger Agreement.

Representations, Warranties and Covenants

The Issuer and Celtic Intermediate have each made customary representations and warranties in the Merger Agreement. Issuer has agreed to customary covenants in the Merger Agreement, including, among others, covenants to (1) use its reasonable best efforts to conduct its business and operations in the ordinary course of business consistent with past practice between the date of execution and delivery of the Merger Agreement and

CUSIP No. 17887R102

the Effective Time, and (2) not to engage in certain types of actions related to the operation of its business during this period without Celtic Intermediate’s consent. Issuer and Celtic Intermediate each agreed to use reasonable best efforts to take all actions as are necessary to consummate the Merger. Celtic Intermediate agreed to use reasonable best efforts to obtain certain debt financing and Issuer agreed to take actions to cooperate with such efforts.

Closing Conditions

The consummation of the Merger is subject to certain customary conditions, including, but not limited to, (1) receipt of the vote in favor of the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Issuer Common Stock entitled to vote on the Merger Agreement, (2) expiration of waiting periods (and any extensions thereof), if any, applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (3) the absence of an Issuer material adverse effect and (4) the absence of any law or order prohibiting, making illegal or enjoining the Merger.

Termination; Termination Fees

The Merger Agreement contains certain termination rights, including the right of the Issuer to terminate the Merger Agreement to accept a superior proposal, subject to specified conditions and limitations, and the right of either party to terminate the Merger Agreement if the Merger is not consummated by May 17, 2019. Upon termination of the Merger Agreement by Issuer or Celtic Intermediate upon specified conditions, Issuer will be required to pay Celtic Intermediate a termination fee of $20.0 million, and upon termination of the Merger Agreement by Issuer or Celtic Intermediate under other specified conditions, Celtic Intermediate will be required to pay the Issuer a termination fee of $40.0 million.

Organizational Documents; Directors and Officers

The Merger Agreement provides that Celtic Tier II will be merged with and into the Issuer, and, at the Effective Time, the Issuer’s certificate of incorporation as in effect immediately prior to the Effective Time will be amended and restated in its entirety to the form attached to the Merger Agreement, which will be the certificate of incorporation of the surviving corporation, and the bylaws of Celtic Tier II as in effect immediately prior to the Effective Time will be the bylaws of the surviving corporation, except that such bylaws shall be amended to change the name of the surviving corporation to “Civitas Solutions, Inc.”, and, as so amended, will be the bylaws of the surviving corporation.

At the Effective Time, the directors of the surviving corporation will be the directors of Celtic Tier II as of immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors are duly elected or appointed and qualified. At the Effective Time, the officers of the surviving corporation will be the officers of the Issuer as of immediately prior to the Effective Time, each to hold office in accordance with the organizational documents of the surviving corporation until their respective successors are duly appointed.

Financing

As described in the Merger Agreement, Celtic Intermediate has obtained financing commitments for the purpose of financing the transactions (including the Merger) contemplated by the Merger Agreement and paying related fees and expenses. CCP III has committed to directly or indirectly capitalize Celtic Intermediate immediately prior to the Effective Time, with an aggregate equity contribution of up to $430.0 million, subject to the terms and conditions set forth in an equity commitment letter (the “Equity Financing”). Goldman Sachs Bank USA, UBS AG, Stamford Branch, RBC Capital Markets LLC and KeyBank National Association, together with certain of their respective affiliates, have agreed to provide Celtic Intermediate, directly or indirectly, with debt financing in an aggregate principal amount sufficient, together with the Equity Financing, to make the payments and pay the expenses in order to consummate the Merger and as otherwise provided in the Merger Agreement, on the terms and conditions set forth in a debt commitment letter.

CUSIP No. 17887R102

The foregoing summaries of the Merger Agreement and the Equity Financing do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the Equity Financing, respectively, copies of which are set forth as Exhibit 99.1 and Exhibit 99.2, respectively, attached hereto and are incorporated herein by reference.

Voting Agreement

In connection with entering into the Merger Agreement, Celtic Intermediate, Celtic Tier II and certain of the Issuer’s stockholders (the “Support Stockholders”), entered into a voting agreement, dated as of December 18, 2018 (the “Voting Agreement”), pursuant to which such Support Stockholders have committed to vote their shares of Issuer Common Stock in favor of, and take certain other actions in furtherance of, the transactions contemplated by the Merger Agreement, including the Merger. Each Support Stockholder also granted an irrevocable proxy to Celtic Intermediate and Celtic Tier II to vote such Support Stockholder’s shares of Issuer Common Stock in favor of or against, as applicable, the proposals indicated in the Voting Agreement. None of the Reporting Persons has paid additional consideration to the Support Stockholders or the Issuer in connection with the execution and delivery of the Voting Agreement.

The Voting Agreement will terminate upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) an agreement to terminate the Voting Agreement, or (iv) a change of recommendation by the Board pursuant to the Merger Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Exchange Listing

Following the Merger, the Issuer Common Stock will no longer be traded on the New York Stock Exchange, there will be no public market for the Issuer Common Stock and registration of the Issuer Common Stock under the Exchange Act will be terminated.

Item 3 is incorporated by reference into this Item 4.

Except as set forth in this Schedule 13D and in connection with the Merger described above, as of the date of this Report, the Reporting Persons have no plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) though (j) of Item 4 of Schedule 13D.

ITEM 5.

Interest in Securities of the Issuer.

(a)-(b) Prior to December 18, 2018, the Reporting Persons were not beneficial owners, including for purposes of Rule 13d-3 under the Exchange Act, of any shares of Issuer Common Stock or any other securities exchangeable or convertible into the Issuer Common Stock. As a result of the execution and delivery of the Voting Agreement on December 18, 2018, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, certain of the Reporting Persons may be deemed to have shared voting power with respect to (and therefore beneficially own) 19,605,379 shares of Issuer Common Stock, representing approximately 54.0% of the Issuer Common Stock outstanding as of December 17, 2018 (as represented in the Merger Agreement), including as a result of the relationships described in Item 2. Accordingly, the percentage of the outstanding shares that may be deemed beneficially owned by the Reporting Persons is approximately 54.0%.

Except as set forth above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the individuals named in Schedule I hereto, owns any shares of Issuer Common Stock.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are the beneficial owners of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

CUSIP No. 17887R102

(c) Except as set forth in this Item 5, to the knowledge of the Reporting Persons, no person listed in Schedule I hereto has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Issuer Common Stock.

(d) The Reporting Persons do not have the right to receive dividends from, or the proceeds from the sale of, the shares of Issuer Common Stock referred to in this Item 5.

(e) Not Applicable.

CUSIP No. 17887R102

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons have entered into a joint filing agreement, filed as Exhibit 99.4 hereto.

Except as otherwise set forth in this Schedule 13D, including the agreements described and incorporated herein, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and the individuals named in Schedule I hereto and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

ITEM 7.

Materials to be Filed as Exhibits.


Exhibit No.		Description
99.1		Agreement and Plan of Merger, dated December 18, 2018, by and among the Issuer, Celtic Intermediate and Celtic Tier II (Incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on December 19, 2018).

99.2*		Equity Commitment Letter, dated December 18, 2018, by and between CCP III and Celtic Intermediate.

99.3		Voting Agreement, dated as of December 18, 2018, by and among Celtic Intermediate and certain stockholders of the Issuer (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on December 19, 2018).

99.4*		Joint Filing Agreement, dated as of December 28, 2018, by and between the Reporting Persons.

*	Filed herewith

After reasonable inquiry and to my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 28, 2018.


CELTIC INTERMEDIATE CORP.

By:		/s/ Jeremy Gelber
		Name: Jeremy Gelber
		Title: Authorized Signatory

CELTIC TIER II CORP.

By:		/s/ Jeremy Gelber
		Name: Jeremy Gelber
		Title: Authorized Signatory

CENTERBRIDGE CAPITAL PARTNERS III, L.P.

By:		Centerbridge Associates III, L.P.,
		its general partner

By:		CCP III Cayman GP Ltd.,
		its general partner

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

CENTERBRIDGE ASSOCIATES III, L.P.

By:		CCP III Cayman GP Ltd.,
		its general partner

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

CCP III CAYMAN GP LTD.

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

MARK T. GALLOGLY

/s/ Mark T. Gallogly

Mark. T. Gallogly

JEFFREY H. ARONSON

/s/ Jeffrey H. Aronson

Jeffrey H. Aronson

SCHEDULE I

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of:

1.	CELTIC INTERMEDIATE CORP.

The name and present principal occupation or employment of each director and executive officer of Celtic Intermediate Corp. are set forth below. The business address of each director and executive officer is 375 Park Avenue, 11th Floor, New York, New York 10152. Each director and executive officer is a citizen of the United States.

a. DIRECTORS


Name		Present Principal Occupation or Employment

Jeremy Gelber		Senior Managing Director, Centerbridge Partners, L.P.

Miriam Tawil		Managing Director, Centerbridge Partners, L.P.

b. EXECUTIVE OFFICERS


Name		Present Principal Occupation or Employment

Jeremy Gelber, President		Senior Managing Director, Centerbridge Partners, L.P.

Miriam Tawil, Vice President, Secretary and Treasurer		Managing Director, Centerbridge Partners, L.P.

2.	CELTIC TIER II CORP.

The name and present principal occupation or employment of each director and executive officer of Celtic Tier II Corp. are set forth below. The business address of each director and executive officer is 375 Park Avenue, 11th Floor, New York, New York 10152. Each director and executive officer is a citizen of the United States.

a. DIRECTORS


Name		Present Principal Occupation or Employment

Jeremy Gelber		Senior Managing Director, Centerbridge Partners, L.P.

Miriam Tawil		Managing Director, Centerbridge Partners, L.P.

b. EXECUTIVE OFFICERS


Name		Present Principal Occupation or Employment

Jeremy Gelber, President		Senior Managing Director, Centerbridge Partners, L.P.

Miriam Tawil, Vice President, Secretary and Treasurer		Managing Director, Centerbridge Partners, L.P.

3.	CENTERBRIDGE CAPITAL PARTNERS III, L.P.

Centerbridge Capital Partners III, L.P. does not have any officers or directors. Centerbridge Associates III, L.P., a Delaware limited partnership, is the general partner of Centerbridge Capital Partners III, L.P.

The business address of Centerbridge Capital Partners III, L.P. is 375 Park Avenue, 11th Floor, New York, New York 10152.

4.	CENTERBRIDGE ASSOCIATES III, L.P.

Centerbridge Associates III, L.P. does not have any officers or directors. CCP III Cayman GP Ltd., a Cayman Islands exempted company, is the general partner of Centerbridge Associates III, L.P. The business address of Centerbridge Associates III, L.P. is 375 Park Avenue, 11th Floor, New York, New York 10152.

5.	CCP III CAYMAN GP LTD.

CCP III Cayman GP Ltd. does not have any officers. The following individuals are the directors of, and have the authority to bind, CCP III Cayman GP Ltd. The business address of each individual is 375 Park Avenue, 11th Floor, New York, New York 10152.


Name		Present Principal Occupation or Employment

Mark T. Gallogly		Managing Principal of Centerbridge Partners, L.P.

Jeffrey H. Aronson		Managing Principal of Centerbridge Partners, L.P.

SCHEUDLE II


Stockholder	Shares
Vestar Capital Partners V, L.P.		14,557,836
Vestar Capital Partners V-A, L.P.		4,003,741
Vestar Capital Partners V-B, L.P.		527,168
Vestar/NMH Investors, LLC		516,634

EX-99.2 2 d633618dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

EXECUTION VERSION

CENTERBRIDGE CAPITAL PARTNERS III, L.P.

375 PARK AVENUE, 11TH FLOOR

NEW YORK, NEW YORK 10152

December 18, 2018

Celtic Intermediate Corp.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11th Floor

New York, NY 10152

Re:

Equity Commitment Letter

Ladies and Gentlemen:

Centerbridge Capital Partners III, L.P., a Delaware limited partnership (the “Investor”) is pleased to offer this commitment, subject to the terms and conditions contained herein, to Celtic Intermediate Corp., a newly formed Delaware corporation (“Parent”). It is contemplated that Parent will acquire Civitas Solutions, Inc. (the “Company”) pursuant to a merger of Celtic Tier II Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), with and into the Company, pursuant to the terms of that certain Agreement and Plan of Merger, of even date herewith (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement,” and such transactions contemplated thereby, the “Transaction”), by and among Parent, Merger Sub and the Company. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Commitment. The Investor hereby agrees to invest and contribute, or cause to be invested and contributed, to Parent (or to an Affiliate or Affiliates of Parent (provided that such Affiliate or Affiliates immediately invests and contributes such cash in full to Parent)) an aggregate amount equal to $430 million in cash (the “Cash Contribution”), subject to the terms and conditions hereof. The proceeds from the Cash Contribution shall be used by Parent solely to fund the Merger consideration payable to the Company Stockholders and holders of Company Equity Awards pursuant to and in accordance with Article II of the Merger Agreement at Closing, together with related fees and expenses of Parent. Notwithstanding anything else to the contrary in this letter agreement, the aggregate amount of liability of the Investor under this letter agreement shall at no time exceed the aggregate amount of the Cash Contribution less any portion of the Cash Contribution that has been funded in accordance with the terms hereof.

2. Closing Conditions. The obligation of the Investor to make the Cash Contribution pursuant to this letter agreement is subject to the satisfaction or waiver, prior to or contemporaneously with the Closing, of the following conditions: (a) the satisfaction at the Closing of all conditions precedent to the obligations of Parent to consummate the transactions contemplated by the Merger Agreement set forth in Section 7.1 and Section 7.2 thereof, (b) the Debt Financing (or, if Alternate Debt Financing is being used in accordance with Section 6.5(d) of the Merger Agreement, the Alternate Debt Financing) has been funded (or will be concurrently funded if the Cash Contribution is funded by the undersigned), and (c) the contemporaneous consummation of the Transaction.

3. Enforcement/Recourse.

(a) Subject in all cases to Section 2, this letter agreement may only be enforced by Parent and by the Company as a third party beneficiary pursuant to the immediately following sentence. Neither the Company nor any Company Related Party shall have any right to enforce this letter agreement; provided that, (x) the Company shall be entitled to enforce the provisions of this letter agreement (other than Section 2 hereof) in cases where it is expressly identified as a third party beneficiary of such provision and (y) subject to the terms and conditions of Section 9.8(b)(ii) of the Merger Agreement and the conditions set forth in Section 2 of this letter agreement, the Company shall be entitled to specific performance to cause Parent (as a third party beneficiary of Parent’s rights against the Investor) to enforce the Investor’s obligation to fund the Cash Contribution, subject to the conditions set forth in Section 2 of this letter agreement, if, and only if: (A) all conditions in Section 7.1 and Section 7.2 of the Merger Agreement have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided that each such condition is then capable of being satisfied at a Closing on such date, assuming for purposes hereof that the date of the order of specific performance is the Closing Date), (B) the Debt Financing (or, if Alternate Debt Financing is being used in accordance with Section 6.5(d) of the Merger Agreement, the Alternate Debt Financing) has been funded or will be simultaneously funded at the Closing if the Cash Contribution is funded at the Closing, (C) Parent and Merger Sub fail to complete the Closing in accordance with Section 2.3 of the Merger Agreement, and (D) the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Cash Contribution and Debt Financing (or, if Alternate Debt Financing is being used in accordance with Section 6.5(d) of the Merger Agreement, the Alternate Debt Financing) are funded, then it would take such actions that are required of it by the Merger Agreement to cause the Closing to occur. Concurrently with the execution and delivery of this letter agreement, the Investor is executing and delivering to the Company a Limited Guarantee, dated as of the date hereof, by and between the Investor and the Company, in accordance with the Merger Agreement (the “Limited Guarantee”). The Company’s (i) remedies against the Investor under the Limited Guarantee, (ii) rights as a third party beneficiary expressly set forth in this letter agreement and (iii) remedies against Parent and Merger Sub under the Merger Agreement and (iv) remedies under the Confidentiality Agreement against a party thereto ((i) through (iv) collectively, the “Retained Claims”) shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company at law or in equity against the Investor or any Parent Related Party in respect of any liabilities or obligations arising under, or in connection with, this letter agreement or the Merger Agreement or the Transaction, including without limitation in the event Parent or Merger Sub breaches any obligations under the Merger Agreement, whether or not such breach is caused by the Investor’s breach of its obligations under this letter agreement; provided that, in the event (x) the Company successfully compels specific performance of the obligations of Parent to consummate the Transaction in accordance with, and subject to the terms and conditions set forth in, Section 9.8(b)(ii) of the Merger Agreement, (y) the Effective Time occurs, and (z) the Investor shall have made the Cash Contribution, then neither the Company nor any other person (including, without limitation, any Company Related Party) shall have any remedy against the Investor or any Parent Related Party, including under the Limited Guarantee.

(b) Notwithstanding anything that may be expressed or implied in this letter agreement, by its acceptance hereof, Parent acknowledges and agrees that (i) notwithstanding that the Investor may be a limited liability entity, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any Parent Related Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, and (ii) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any Parent Related Party in connection with this letter agreement or any documents or instruments delivered in connection herewith for any claim based on, in respect of or by reason of such obligations or by their creation; provided that nothing in this Section 3(b) shall impair or affect any Retained Claims.

4. Expiration. All obligations under this letter agreement shall expire and terminate automatically and immediately upon the earliest to occur of (a) the termination of the Merger Agreement in accordance with its terms, (b) the funding of the Cash Contribution by the Investor at the Closing and (c) the Company or any of its controlled Affiliates asserting any claim related to the Merger Agreement or this letter agreement, or the transactions contemplated thereby and hereby, against the Investor or any Parent Related Party, other than any Retained Claim.

5. No Assignment. Neither this letter agreement nor any of the rights, interests or obligations hereunder shall be assignable by Parent without the Investor’s and the Company’s prior written consent, and the granting of such consent in any given instance shall be solely in the discretion of the Investor and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The Investor may assign all or a portion of its obligations hereunder to an Affiliate or Affiliates, or to an entity or entities managed or advised by an Affiliate or Affiliates of the Investor, provided that no such assignment shall relieve the Investor of any liability or obligation hereunder except to the extent actually performed or satisfied by the assignee. The Investor shall cause Parent and Merger Sub to, at all times prior to and including the Effective Time, be Affiliates of the Investor. The Company shall be third party beneficiary of this Section 5.

6. No Other Beneficiaries. Except for the third party beneficiary rights expressly provided to the Company under this letter agreement, this letter agreement shall be binding on the Investor solely for the benefit of Parent, and nothing set forth in this letter agreement is intended to or shall confer upon or give to any person other than Parent (but solely at the direction of the Investor as contemplated hereby) any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Cash Contribution or any provisions of this letter agreement; provided that, notwithstanding anything to the contrary in this letter agreement, any Parent Related Party shall be a third party beneficiary of the provisions set forth herein that are for the benefit of any Parent Related Party (including the provisions of Sections 3, 6, 9, 10 and 13 hereof), and all such provisions shall indefinitely survive any termination of this letter agreement. Without limiting the foregoing, none of Parent’s creditors (other than the Company as provided herein) shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement.

7. Representations and Warranties. The Investor hereby represents and warrants to Parent that (a) it has all power and authority to execute, deliver and perform this letter agreement; (b) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Investor are necessary therefor; (c) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Investor in accordance with its terms (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) the execution, delivery and performance by the Investor of this letter agreement do not and will not violate the Organizational Documents of the Investor or any applicable Law; and (e) the Investor has uncalled capital commitments or otherwise has available funds in excess of the amount of the Cash Contribution plus the aggregate amount of all other binding commitments and obligations it currently has outstanding.

8. Severability. Any term or provision of this letter agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the sole extent of such invalidity or unenforceability without rendering invalid or unenforceable the remainder of such term or provision or the remaining terms and provisions of this letter agreement in any jurisdiction and, if any provision of this letter agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable; provided, however, that this letter agreement may not be enforced without giving effect to the last sentence of Section 1 and the provisions of Sections 2 through 6, this Section 8 and Sections 9 through 13 hereof. No party hereto shall assert, and each party hereto shall cause its respective affiliates not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable.

9. General Jurisdiction. Each of the parties hereto (a) irrevocably consents to the service of summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to this letter agreement or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 of the Merger Agreement or in such other manner as may be permitted by applicable Law, and nothing in this Section 9 will affect the right of any party hereto to serve legal process in any manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Chosen Courts in the event that any dispute or controversy arises out of this letter agreement, the Merger Agreement or the Transaction; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this letter agreement, the Merger Agreement, the Transaction or any of the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it shall not bring any Legal Proceeding relating to this letter agreement, the Merger Agreement, the Transaction or the transactions contemplated hereby in any court other than the Chosen Courts. Each of Investor and the Company agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

10. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11. Headings. Headings of the Sections of this letter agreement are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

12. Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent (and, to the limited and express extent set forth herein, the Company) solely in connection with the transactions contemplated by the Merger Agreement, as applicable. This letter agreement may not be circulated, quoted or otherwise referred to in any document, other than in the Merger Agreement or otherwise with the express prior written consent of the Investor in each instance; provided that no such written consent is required for any disclosure of the existence of this letter agreement or the contents herein by the parties hereto or the Company (i) to the extent required by applicable Law, legal process or the applicable rules of any national securities exchange or in connection with any required filing with or notice to any Governmental Authority relating to the transactions contemplated by the Merger Agreement (provided that, unless otherwise prohibited by applicable Law, the disclosing party will provide the other party an opportunity to review such required disclosure in advance of such public disclosure being made, which review shall not unreasonably delay such public disclosure), (ii) to the extent that the information is already or becomes publicly available, in each case, other than as a result of a breach of this letter agreement by the disclosing party or any other person, (iii) to the extent necessary to enforce the rights of any party hereto, or any person for whose benefit any provision of this letter agreement is made, in connection with any litigation relating to this letter agreement, the Merger Agreement or the transactions contemplated thereby or (iv) to the disclosing party’s Representatives and Affiliates who need to know of the existence of this letter agreement or the Merger Agreement and are subject to confidentiality obligations (provided that the disclosing party shall be responsible for any breach of this Section 12 by such Representatives and Affiliates, as if such Representatives and Affiliates were a party hereto).

13. Governing Law; Entire Agreement; Amendment; Counterparts. This letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Investor or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, including its statute of limitations, without giving effect to any choice or conflict of Laws (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. This letter agreement, the Merger Agreement, the Confidentiality Agreement and the Limited Guarantee constitute the entire agreement with respect to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, among Parent and/or Investor or any of their respective Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, with respect to the subject matter hereof (other than the Voting Agreement). Subject to applicable Law and subject to the other provisions of this letter agreement, any provision of this letter agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Investor and Parent; provided, however, that any amendment, waiver or modification that is adverse to the Company’s express rights in this letter agreement shall require the prior written consent of the Company. The Company shall be a third party beneficiary of the prior sentence. This letter agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto, it being understood that all parties hereto need not sign the same counterpart. Any such counterpart, to the extent delivered by Electronic Delivery, will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

[Remainder of page intentionally left blank]


Very truly yours,
CENTERBRIDGE CAPITAL PARTNERS III, L.P.
By:		Centerbridge Associates III, L.P., its general partner
By:		CCP III Cayman GP Ltd., its general partner
By:		/s/ Jeremy Gelber
Name:		Jeremy Gelber
Title:		Authorized Signatory

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]


Agreed to and accepted as of the date first written above:
CELTIC INTERMEDIATE CORP.
By:		/s/ Jeremy Gelber
Name:		Jeremy Gelber
Title:		Authorized Signatory

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-99.4 3 d633618dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Civitas Solutions, Inc., a Delaware corporation, and (ii) agree that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of December 28, 2018.


CELTIC INTERMEDIATE CORP.

By:		/s/ Jeremy Gelber
		Name: Jeremy Gelber
		Title: Authorized Signatory

CELTIC TIER II CORP.

By:		/s/ Jeremy Gelber
		Name: Jeremy Gelber
		Title: Authorized Signatory

CENTERBRIDGE CAPITAL PARTNERS III, L.P.

By:		Centerbridge Associates III, L.P.,
		its general partner

By:		CCP III Cayman GP Ltd.,
		its general partner

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

CENTERBRIDGE ASSOCIATES III, L.P.

By:		CCP III Cayman GP Ltd.,
		its general partner

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

CCP III CAYMAN GP LTD.

By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory

MARK T. GALLOGLY

/s/ Mark T. Gallogly

Mark. T. Gallogly

JEFFREY H. ARONSON

/s/ Jeffrey H. Aronson

Jeffrey H. Aronson