8-K

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): February 10, 2022

PAE INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-38643	82-3173473
(State or other jurisdiction of incorporation)	(Commission File number)	(I.R.S. Employer Identification No.)

7799 Leesburg Pike, Suite 300 North
Falls Church, Virginia	22043
(Address of principal executive offices)	(zip code)

(703) 717-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	PAE	Nasdaq Stock Market
Warrants	PAEWW	Nasdaq Stock Market

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.  ☐

Introductory Note

On February 15, 2022 (the “Closing Date”), PAE Incorporated, a Delaware corporation (the “Company” or “PAE”), completed the transactions contemplated by the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 25, 2021, by and among the Company, Amentum Government Services Holdings LLC, a Delaware limited liability company (“Parent”), and Pinnacle Virginia Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”). On the Closing Date, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly owned indirect subsidiary of Parent (the “Merger”).

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2021 and is incorporated by reference into this Introductory Note.

Item 1.01 Entry into a Material Definitive Agreement.

On the Closing Date, the Company and certain of its subsidiaries entered into joinder agreements related to Parent and its affiliates’ existing First Lien Credit Facility and Second Lien Credit Facility (each as defined below). Each of the Company and certain of its subsidiaries executed a joinder agreement to (a)(i) the First Lien Pledge and Security Agreement and (ii) the First Lien Guaranty Agreement, in each case, among the Parent, certain of its affiliates and the administrative agent under the First Lien Credit Facility (the “First Lien Administrative Agent”), (b)(i) the Second Lien Pledge and Security Agreement and (ii) the Second Lien Guaranty Agreement, in each case, among the Parent, certain of its affiliates and the administrative agent under the Second Lien Credit Facility (the “Second Lien Administrative Agent”), and (c) the First Lien/Second Lien Intercreditor Agreement, among the First Lien Administrative Agent, the Second Lien Administrative Agent, the Parent, certain of its affiliates and the other parties thereto (the “Intercreditor Agreement” and the agreements described in clauses (a), (b) and (c), collectively, the “Joinder Agreements”).

Pursuant to the Joinder Agreements, each of the Company and certain of its subsidiaries (a) guarantees the obligations of the Parent and certain of its affiliates under the Parent and such affiliates’ (i) senior secured revolving facility and senior secured first lien term facilities (together, the “First Lien Credit Facility”) and (ii) second lien term facilities (the “Second Lien Credit Facility”), as applicable, (b) pledged to the First Lien Administrative Agent and the Second Lien Administrative Agent, as applicable, a security interest in substantially all of its assets to secure the obligations of the Parent and certain of its affiliates under the First Lien Credit Facility or Second Lien Credit Facility, as applicable, and (c) agrees to be bound by the terms, conditions and provisions of the Intercreditor Agreement.

Item 1.02 Termination of Material Definitive Agreement.

At the effective time of the Merger (the “Effective Time”), (a) the Amended and Restated First Lien Term Loan Credit Agreement dated as of October 19, 2020 (as amended from time to time) (the “Existing Term Loan Credit Agreement”), among the Company, certain of the Company’s subsidiaries, Bank of America, N.A., as administrative agent, and the other lenders named therein, and (b) the Revolving Credit Agreement dated as of October 20, 2016 (as amended by Amendment No. 1 dated June 12, 2017, Amendment No. 2 dated January 31, 2020, and Amendment No. 3 dated October 19, 2020, and as further amended from time to time) (the “Existing ABL Credit Agreement” and, together with the Existing Term Loan Credit Agreement, the “Existing Credit Agreements”), among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders named therein, were each terminated, and all related guarantee and collateral documentation was terminated, and all obligations outstanding thereunder (subject to customary exceptions) were paid off in full and extinguished.

The foregoing description of the Existing Credit Agreements is not complete and is subject to and entirely qualified by reference to the full text of the Existing Credit Agreements, which were filed as Exhibits 10.1 and 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020 and are incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Items 3.03, 5.01, 5.02, 5.03 and 8.01 is incorporated by reference into this Item 2.01.

At the Effective Time, each share of Class A common stock, par value $0.0001, of the Company (“Common Stock”), that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive an amount equal to $10.05 in cash per share, without interest and less any applicable withholding taxes (the “Per Share Merger Consideration”), other than shares of our Common Stock held by Parent, PAE or Merger Sub (including shares held as treasury stock or otherwise).

At the Effective Time, each warrant exercisable for shares of Common Stock outstanding immediately prior to the Effective Time (the “Company Warrants”) automatically became a warrant of the Surviving Corporation and the exercise price of the Company Warrants was adjusted in accordance with the terms of the Warrant Agreement (as defined in the Merger Agreement). In addition, each award of (1) the Company restricted stock units outstanding as of immediately prior to the Effective Time, whether vested or unvested, that were subject to time-based vesting conditioned on continued employment or service (a “Company RSU Award”) were cancelled and (2) the Company restricted stock units outstanding as of immediately prior to the Effective Time that were subject to both time-based and performance-based vesting requirements (a “Company PSU Award”), to the extent unvested, vested at target performance through closing of the Merger and were canceled and each such Company RSU Award and vested Company PSU Award entitles the holder to receive as soon as reasonably practicable after the Effective Time (but in any event no later than the end of the first regular payroll cycle commencing after the Effective Time, subject to certain exceptions) an amount in cash equal to: (a)(i) the total number of shares of Common Stock underlying each Company RSU Award or (ii) the total number of shares of Common Stock underlying each such vested Company PSU Award immediately prior to the Effective Time, respectively, multiplied by (b) the Per Share Merger Consideration, less applicable taxes required to be withheld with respect to such payment.

The foregoing description of the Merger Agreement and the Merger is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 26, 2021 and is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in the Introductory Note and under Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company requested that the Nasdaq Stock Market (“Nasdaq”) suspend trading of the Common Stock and the Company Warrants on the Closing Date, remove the Common Stock and the Company Warrants from listing and file a Form 25 with the SEC to report the delisting of the Common Stock and the Company Warrants from Nasdaq. Nasdaq filed a Form 25 on the Closing Date to provide notification of such delisting and to effect the deregistration of the Common Stock and the Company Warrants under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 with the SEC to terminate the registration of the Common Stock and the Company Warrants under the Exchange Act and to suspend the Company’s reporting obligations under the Exchange Act. The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01, and 5.03 is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned indirect subsidiary of Parent. The information set forth in the Introductory Note and under Items 2.01, 3.03, 5.02, and 5.03 is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time and Benjamin Dickson and J. Russell Triedman became directors of the Company. The officers of the Company immediately before the Effective Time continued as officers of the Company following the Effective Time. The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated by the Certificate of Merger filed with the Secretary of State of the State of Delaware on February 15, 2022. The Certificate of Merger, including the Amended and Restated Certificate of Incorporation of the Company, is attached hereto as Exhibit 3.1 and incorporated by reference herein. In addition, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub in effect immediately prior to the Effective Time. Such amended and restated bylaws are attached hereto as Exhibit 3.2 and incorporated by reference herein. The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held a Special Meeting of Stockholders (the “Special Meeting”) on February 10, 2022. At the Special Meeting, holders representing 80,292,785 shares of Common Stock out of a total of 93,117,234 shares of Common Stock issued and outstanding as of January 7, 2022, the record date for the Special Meeting, voted in the following manner on the following proposals:

1. To approve and adopt the Merger Agreement, pursuant to which Merger Sub would be merged with and into PAE, with PAE continuing as the surviving corporation in the merger and a wholly owned indirect subsidiary of Parent (the “Merger Proposal”).

For	Against	Abstentions
80,256,139	21,751	14,895

2. To approve the specified compensation that will or may become payable to PAE’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”).

For	Against	Abstentions
59,985,330	19,335,315	972,140

The Merger Proposal and the Advisory Compensation Proposal were each described in greater detail in the Company’s definitive proxy statement relating to the Merger, which the Company filed with the SEC on January 11, 2022. The Company’s stockholders approved both the Merger Proposal and the Advisory Compensation Proposal. In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal. In light of the approval of the Merger Proposal, no motion to adjourn the Special Meeting was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

Item 8.01 Other Events.

On February 10, 2022, the Company issued a press release announcing the stockholder approval of the Merger Agreement at the Special Meeting. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On February 15, 2022, the Company issued a press release announcing the closing of the Merger. The press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

On February 15, 2022, the Company delivered notice containing an explanation of the adjustment to the exercise price of the Company Warrants and other information related thereto. The notice is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See the Exhibit Index below, which is incorporated by reference herein.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of October 25, 2021, by and among Amentum Government Services Holdings LLC, Pinnacle Virginia Merger Sub Inc. and PAE Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A of PAE Incorporated filed on October 26, 2021)
3.1	Amended and Restated Certificate of Incorporation
3.2	Amended and Restated Bylaws
99.1	Press Release Announcing Stockholder Approval of the Merger Agreement dated February 10, 2022
99.2	Press Release Announcing Closing of the Merger dated February 15, 2022
99.3	Notice to Holders of Company Warrants dated February 15, 2022
104.1	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts could be forward-looking statements. The words “anticipates,” “believes,” “could,” “designed,” “estimates,” “expects,” “goal,” “intends,” “may,” “plans,” “projects,” “pursuing,” “will,” “would” and similar expressions (including the negatives thereof) are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements largely on our current assumptions, expectations, projections, intentions, objectives and/or beliefs about future events or occurrences and these forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following: (i) the transaction may involve unexpected costs, liabilities or delays; (ii) shareholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; (iii) PAE may be adversely affected by other economic, business, and/or competitive factors; (iv) the risk that the transaction disrupts PAE’s current plans and operations or diverts management’s or employees’ attention from ongoing business operations; (v) the risk of potential difficulties with PAE’s ability to retain and hire key personnel and maintain relationships with third parties as a result of the transaction; and (vi) other risks in connection with the transaction. Additional factors that may affect the future results of PAE are set forth in filings that PAE makes with the SEC from time to time, including those listed under “Risk Factors” in PAE’s Annual Report on Form 10-K for the year ended December 31, 2020 and filed with the SEC on March 16, 2021, as amended on May 7, 2021 and as updated or supplemented by subsequent reports that PAE has filed or files with the SEC including those filed on Form 10-Q. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The timing of certain events and circumstances and known and unknown risks and uncertainties could cause actual results to differ materially from those anticipated or implied in the forward-looking statements that we make. Therefore, you should not place undue reliance on our forward-looking statements. Our forward-looking statements are based on current information and we do not assume any obligation to update any forward-looking statements except as required by the federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 15, 2022	PAE Incorporated
	By:	/s/ Charles D. Peiffer
	Name:	Charles D. Peiffer
	Title:	Interim President & Chief Executive Officer; Executive Vice President & Chief Financial Officer

EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

PAE INCORPORATED

Article I

The name of the corporation is PAE INCORPORATED (the “Corporation”).

Article II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

Article III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or as may hereafter be amended (the “DGCL”).

Article IV

The Corporation shall have the authority to issue one thousand (1,000) shares of capital stock, all of which shall be shares of common stock, par value $0.0001 per share.

Article V

The Corporation is to have perpetual existence.

Article VI

The business and affairs of the Corporation shall be managed by or under the direction of a board of directors. The authorized number of directors shall be determined from time to time by a resolution adopted by affirmative vote of a majority of the entire board of directors. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

Article VII

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

Article VIII

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

To the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and disbursements, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, damages, claims and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Article VIII or otherwise. The rights to indemnification and advancement of expenses conferred by this Article VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this paragraph, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board of directors.

The rights to indemnification and advancement of expenses conferred on any indemnitee by this Article VIII shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this certificate of incorporation, the bylaws of the Corporation, an agreement, vote of stockholders or disinterested directors, or otherwise.

Any repeal or amendment of this Article VIII by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this certificate of incorporation inconsistent with this Article VIII, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

This Article VIII shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

Article IX

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

Article X

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.2

Exhibit 3.2

BY-LAWS

OF

PAE INCORPORATED (the “Corporation”)

ARTICLE I

Meetings of Stockholders; Stockholders’

Consent in Lieu of Meeting

1.1. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Section 1.3 of this Article.

1.2. Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called by the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary of the Corporation or a stockholder or stockholders holding of record at least a majority of the shares of common stock, par value $0.0001 per share, of the Corporation (“Common Stock”) issued and outstanding, such meeting to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

1.3. Stockholders’ Consent in Lieu of Meeting. Any action required by the laws of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the stockholders.

1.4. Quorum and Adjournment. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation or by these By-laws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall be requisite and shall constitute a quorum for the transaction of business at all meetings of stockholders. If, however, such a quorum shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting.

1.5. Majority Vote Required. When a quorum is present at any meeting of stockholders, the affirmative vote of the majority of the aggregate voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall constitute the act of the stockholders, unless by express provision of law, the Certificate of Incorporation or these By-laws a different vote is required, in which case such express provision shall govern and control.

1.6. Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed, as provided in Section 6.7 of these By-laws, for the determination of stockholders entitled to vote at such meeting. No election of directors need be by written ballot.

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ARTICLE II

Board of Directors

2.1. General Powers. The management of the affairs of the Corporation shall be vested in the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

2.2. Number and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by a vote of a majority of the whole Board of Directors. The term “whole Board of Directors” is used herein to refer to the total number of directors which the Corporation would have if there were no vacancies. Directors need not be stockholders. Each director shall hold office until his or her successor is elected and qualified, or until his or her earlier death or resignation or removal in the manner hereinafter provided.

2.3. Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 1.3 of Article I hereof.

Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

2.4. Meetings. (a) Annual Meeting. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 2.5 of this Article.

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(b) Other Meetings. Other meetings of the Board of Directors shall be held at such times and places as the Board of Directors, the Chairman of the Board of Directors or the President shall from time to time determine.

(c) Notice of Meetings. The Secretary of the Corporation shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him or her at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

(d) Place of Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

(e) Quorum and Manner of Acting. One third of the total number of directors then in office (but not less than two) shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board of Directors, except as otherwise expressly required by law or these By-laws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

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(f) Organization. At each meeting of the Board of Directors, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(i) the Chairman of the Board of Directors;

(ii) the President (if the President shall be a member of the Board of Directors at such time); and

(iii) any director chosen by a majority of the directors present.

The Secretary of the Corporation or, in the case of his or her absence, any person whom the President shall appoint shall act as secretary of such meeting and keep the minutes thereof.

2.5. Directors’ Consent in Lieu of Meeting. Action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes or the proceedings of the Board of Directors or committee.

2.6. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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ARTICLE III

Committees of the Board

3.1. Committees. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate from among its members one or more other committees, each of which shall have such authority of the Board of Directors as may be specified in the resolution of the Board of Directors designating such committee. The Board of Directors shall have power at any time to change the members of any such committee, designate alternate members of any such committee and fill vacancies therein; and any such committee shall serve at the pleasure of the Board of Directors.

ARTICLE IV

Officers

4.1. Executive Officers. The executive officers of the Corporation shall be a President and a Secretary and may include a Chairman of the Board of Directors, one or more Vice Presidents, a Treasurer and one or more Assistant Secretaries or Assistant Treasurers. Any two or more offices may be held by the same person.

4.2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so provided, by the Board of Directors.

4.3. Term of Office, Resignation and Removal. All officers shall be elected or appointed by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors. The Chairman of the Board of Directors, if any, shall be elected or appointed from among the members of the Board of Directors. Each officer shall hold office until his or her successor has been elected or appointed and qualified or his or her earlier death or resignation or removal in the manner hereinafter provided. The Board of Directors may require any officer to give security for the faithful performance of his or her duties.

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Any officer may resign at any time by giving written notice to the President or the Secretary of the Corporation, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board of Directors. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

All officers and agents elected or appointed by the Board of Directors shall be subject to removal at any time by the Board of Directors with or without cause.

4.4. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy. Any officer so appointed or elected by the Board of Directors shall serve only until such time as the unexpired term of his or her predecessor shall have expired unless reelected or reappointed by the Board of Directors.

4.5. Chairman of the Board of Directors. If there shall be a Chairman of the Board of Directors, he or she shall preside at meetings of the Board of Directors and of the stockholders at which he or she is present, and shall give counsel and advice to the Board of Directors and the officers of the Corporation on all subjects touching the welfare of the Corporation and the conduct of its business. He or she shall perform such other duties as the Board of Directors may from time to time determine. Except as otherwise provided by resolution of the Board of Directors he or she shall be ex officio a member of all committees of the Board of Directors.

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4.6. The President. The President shall be the Chief Executive Officer of the Corporation and, unless the Chairman of the Board of Directors be present or the Board of Directors has provided otherwise by resolution, he or she shall preside at all meetings of the Board of Directors and the stockholders at which he or she is present except, in the case of a meeting of the Board of Directors, if the President is not a member of the Board of Directors at such time. He or she shall have general and active management and control of the business and affairs of the Corporation subject to the control of the Board of Directors and the Executive Committee, if any, and shall see that all orders and resolutions of the Board of Directors and the Executive Committee, if any, are carried into effect.

4.7. Vice Presidents. The Vice President of the Corporation, if any, or if there be more than one, the Vice Presidents in the order of their seniority or in any other order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board of Directors or the President shall prescribe.

4.8. The Secretary. The Secretary of the Corporation shall, to the extent practicable, attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall perform such duties. He or she shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or an Assistant Secretary or Assistant Treasurer. He or she shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board of Directors may direct and shall perform all other duties as from time to time may be assigned to him or her by the Chairman of the Board of Directors, the President or the Board of Directors.

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4.9. Assistant Secretaries. The Assistant Secretary of the Corporation, if any, or if there be more than one, the Assistant Secretaries in order of their seniority or in any other order determined by the Board of Directors shall, in the absence or disability of the Secretary of the Corporation, perform the duties and exercise the powers of the Secretary of the Corporation and shall perform such other duties as the Board of Directors or the Secretary of the Corporation shall prescribe.

4.10. The Treasurer. The Treasurer, if any, shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects to the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

4.11. Assistant Treasurers. The Assistant Treasurer of the Corporation, if any, or if there be more than one, the Assistant Treasurers in the order of their seniority or in any other order determined by the Board of Directors, shall in the absence or disability of the Treasurer perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors or the Treasurer shall prescribe.

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ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, etc.

5.1. Execution of Documents. The Board of Directors shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation; and, unless so designated or expressly authorized by these By-laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

5.2. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board of Directors or Treasurer or any other officer of the Corporation to whom power in this respect shall have been given by the Board of Directors shall select.

5.3. Proxies in Respect of Stock or Other Securities of Other Corporations. The Board of Directors shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other Corporation, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

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ARTICLE VI

Shares and Their Transfer; Fixing Record Date

6.1. Certificates for Shares. Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him or her in the Corporation, which shall otherwise be in such form as shall be prescribed by the Board of Directors; provided, that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Certificates of each class, as applicable, shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by, or in the name of the Corporation by, the President or a Vice President and by the Secretary or an Assistant Secretary of the Corporation.

6.2. Record. A record (herein called the “stock record”) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares of the Corporation issued (whether in certificated or uncertificated form), the number of shares owned by such person, firm or corporation, the date thereof and, in the case of cancelation, the date of cancelation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

6.3. Registration of Stock. Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and, if applicable, upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.

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6.4. Addresses of Stockholders. Each stockholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served or mailed to him or her, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him or her by mail directed to him or her at his or her post office address, if any, as the same appears on the share record books of the Corporation or at his or her last known post office address.

6.5. Lost, Destroyed and Mutilated Certificates. The Board of Directors or a committee designated thereby with power so to act may, in its discretion, cause to be issued a new certificate or certificates for stock of the Corporation in place of any certificate issued by it and reported to have been lost, destroyed or mutilated, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board of Directors or such committee may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

6.6. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

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6.7. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of December in each year unless changed by resolution of the Board of Directors.

ARTICLE VIII

Indemnification

8.1. Indemnification. The members of the Board of Directors of the Corporation shall be indemnified to the fullest extent permissible under the laws of the State of Delaware as provided in the Certificate of Incorporation of the Corporation.

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ARTICLE IX

Waiver of Notice

Whenever any notice whatever is required to be given by these By-laws or the Certificate of Incorporation of the Corporation or the laws of the State of Delaware, the person entitled thereto may, in person or by attorney thereunto authorized, in writing or by telegraph, cable or other form of recorded communication, waive such notice, whether before or after the meeting or other matter in respect of which such notice is given, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.

ARTICLE X

Amendments

Any By-law (including these By-laws) may be adopted, amended or repealed by the Board of Directors in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation.

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EX-99.1

Exhibit 99.1

News Release

Stockholders Approve PAE’s Definitive Agreement to be Acquired by an Affiliate

of Amentum Government Services Holdings LLC

FALLS CHURCH, Va., February 10, 2022 – PAE Incorporated (“PAE”) today announced that at a special meeting of PAE’s stockholders held earlier today (the “Special Meeting”), its stockholders voted to approve and adopt the previously announced definitive agreement dated as of October 25, 2021 (the “Merger Agreement”) in which PAE agreed to be acquired by an affiliate of Amentum Government Services Holdings LLC. At the Special Meeting, holders of more than 86% of PAE’s outstanding common stock voted to approve and adopt the Merger Agreement. With the stockholder vote complete, all approvals required to complete the proposed transaction have been received. Subject to the satisfaction or waiver of the necessary closing conditions, the proposed transaction is expected to close on or around February 15, 2022.

About PAE

For more than 66 years, PAE has tackled the world’s toughest challenges to deliver agile and steadfast solutions to the U.S. government and host government partners. With a global workforce on seven continents and in approximately 60 countries, PAE delivers a broad range of operational support services to meet the critical needs of our clients. Our headquarters is in Falls Church, Virginia. Find us online at pae.com, on Facebook, Twitter and LinkedIn.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, words such as “anticipate,” “believe,” “consider,” “continue,” “develop,” “expect,” “further,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” and variations of such words and similar expressions as they relate to PAE, its management or the proposed transaction are often used to identify such statements as “forward-looking statements.” Such statements reflect the current views of PAE and its management with respect to future events, including the proposed transaction, and are subject to certain risks and uncertainties that may cause timing or actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: (i) conditions to the closing of the proposed transaction may not be satisfied; (ii) the proposed transaction may involve unexpected costs, liabilities or delays; (iii) the business of PAE may suffer as a result of uncertainty surrounding the proposed transaction; (iv) shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (v) PAE may be adversely affected by other economic, business, and/or competitive factors; (vi) the occurrence of any event, change or other circumstances could give rise to the termination of the Merger Agreement; (vii) PAE may not be able to recognize the anticipated benefits of the proposed transaction; (viii) the risk that the proposed transaction disrupts PAE’s current plans and operations or diverts management’s or employees’ attention from ongoing business operations; and (ix) other risks to consummation of the proposed transaction, including the risk that the proposed transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of PAE and the proposed transaction are set forth in filings that PAE makes with the SEC from time to time, including those listed under “Risk Factors” in PAE’s Annual Report on Form 10-K for the year ended December 31, 2020, and filed with the SEC on March 16, 2021, and amended on May 7, 2021, as updated or supplemented by subsequent reports that PAE has filed or files with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. PAE assumes no obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

For media inquiries regarding PAE, contact:

Celso Puente

Vice President, Marketing and Communications

PAE

240-271-2916

Celso.Puente@pae.com

For investor inquiries regarding PAE, contact:

Mark Zindler

Vice President, Investor Relations

PAE

703-717-6017

mark.zindler@pae.com

EX-99.2

Exhibit 99.2

News Release

PAE ANNOUNCES CLOSING OF MERGER WITH AN AFFILIATE OF AMENTUM GOVERNMENT SERVICES HOLDINGS LLC

FALLS CHURCH, Va., February 15, 2022 – PAE Incorporated (“PAE”) today announced the completion of its acquisition by an affiliate of Amentum Government Services Holdings LLC for approximately $1.9 billion in cash, including the assumption of debt and certain fees (the “Merger”). The Merger was previously announced on October 25, 2021, and PAE’s stockholders approved the Merger at a special meeting of stockholders held on February 10, 2022.

PAE Interim President and CEO Charlie Peiffer spoke about the historical significance of PAE joining forces with Amentum.

“Over the past 66 years, the PAE brand has become recognized for achieving success through global mission services around the world. Thanks to our new team at Amentum, we will continue to provide world-class support to our clients with the best growth opportunities for our employees. I would like to thank every employee for their continued commitment to our mission and I’m looking forward to our future at Amentum.”

As a result of the Merger, PAE common stock and warrants have ceased trading on, and will be delisted from, the Nasdaq stock exchange. Trading in PAE common stock and warrants was suspended prior to the opening of business today. Upon completion of the Merger, PAE stockholders became entitled to receive $10.05 in cash, without interest and less applicable withholding taxes, for each share of PAE common stock they own.

As provided in the Form 8-K filed by PAE with the Securities and Exchange Commission (the “SEC”) on February 15, 2022, upon the closing of the Merger, each warrant exercisable for shares of PAE common stock outstanding immediately prior to the closing was adjusted as described in the Notice to Holders of Company Warrants (available as Exhibit 99.3 to such Form 8-K).

About PAE

For more than 66 years, PAE has tackled the world’s toughest challenges to deliver agile and steadfast solutions to the U.S. government and host government partners. With a global workforce on all seven continents and in approximately 60 countries, PAE delivers a broad range of operational support services to meet the critical needs of our clients. Our headquarters is in Falls Church, Virginia. Find us online at pae.com, on Facebook, Twitter and LinkedIn.

About Amentum

Amentum is a premier global technical and engineering services partner supporting critical programs of national significance across defense, security, intelligence, energy, and environment. Amentum draws from a century-old heritage of operational excellence, mission focus, and successful execution underpinned by a strong culture of safety and ethics. Headquartered in Germantown, Maryland, Amentum employs approximately 37,000 people in all 50 states and performs work in 105 foreign countries and territories. Visit amentum.com to explore how Amentum delivers excellence for its customers’ most vital missions.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, words such as “anticipate,” “believe,” “consider,” “continue,” “develop,” “expect,” “further,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” and variations of such words and similar expressions as they relate to PAE, its management or the Merger are often used to identify such statements as “forward-looking statements.” Such statements reflect the current views of PAE and its management with respect to future events, including the effects of the Merger, and are subject to certain risks and uncertainties that may cause timing or actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: (i) the Merger may involve unexpected costs or liabilities; (ii) shareholder litigation in connection with the Merger may result in significant costs of defense, indemnification and liability; (iii) PAE may be adversely affected by other economic, business, and/or competitive factors; (iv) the occurrence of any event, change or other circumstances could give rise to the termination of the definitive merger agreement with Amentum Government Services Holdings LLC; (v) PAE may not be able to recognize the anticipated benefits of the Merger; and (vi) the risk that the Merger disrupts PAE’s current plans and operations or diverts management’s or employees’ attention from ongoing business operations. Additional factors that may affect the future results of PAE and the Merger are set forth in filings that PAE makes with the SEC from time to time, including those listed under “Risk Factors” in PAE’s Annual Report on Form 10-K for the year ended December 31, 2020, and filed with the SEC on March 16, 2021, and amended on May 7, 2021, as updated or supplemented by subsequent reports that PAE has filed or files with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. PAE assumes no obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

For media inquiries regarding PAE, contact:

Celso Puente

Vice President, Marketing and Communications

PAE

240-271-2916

Celso.Puente@pae.com

For media inquiries regarding Amentum, contact:

Christine Fuentes

Vice President, Marketing and Communications

Amentum 540-935-9597

christine.fuentes@amentum.com

For investor inquiries regarding PAE, contact:

Mark Zindler

Vice President, Investor Relations

PAE

703-717-6017

mark.zindler@pae.com

EX-99.3

EXHIBIT 99.3

February 15, 2022

VIA CERTIFIED MAIL

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004

Attention: Compliance Department

Re: Warrants

Ladies and Gentlemen:

Reference is made to (a) the Warrant Agreement dated as of September 6, 2018, by and between PAE Incorporated, a Delaware corporation (f/k/a Gores Holdings III, Inc.) (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as the warrant agent (the “Warrant Agent”) (as amended, restated or otherwise modified from time to time, the “Warrant Agreement”), and (b) the Agreement and Plan of Merger dated as of October 25, 2021, by and among the Company, Amentum Government Services Holdings LLC, a Delaware limited liability company and Pinnacle Virginia Merger Sub Inc., a Delaware corporation (as amended, restated or otherwise modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed thereto in the Warrant Agreement.

Pursuant to Sections 4.4 and 4.5 of the Warrant Agreement, the Company hereby provides notice of the following (including calculations of the Warrant Prices for the Private Placement Warrants and Public Warrants during the Special Exercise Period (as defined below), which shall be $7.73 and $7.99 respectively, and after the end of the Special Exercise Period, which shall be $11.50):

1. The Effective Time (as defined in the Merger Agreement) of the Merger (as defined in the Merger Agreement) was 8:00 a.m. Eastern time on February 15, 2022.

2. The Merger constitutes an Alternative Issuance. Accordingly, following the Effective Time, (a) no shares of Common Stock shall be purchasable pursuant to the Warrants and (b) each holder of a Warrant shall be entitled to receive, upon proper exercise of such Warrant and the payment of the Warrant Price in cash, the amount of $10.05 in cash per Warrant (the “Warrant Payment”); provided that if any Registered Holder properly exercises a Warrant during the period beginning on February 15, 2022, and ending on and including March 17, 2022 (such period, the “Special Exercise Period”), the Warrant Price shall be adjusted as contemplated by Section 4.4 of the Warrant Agreement.

3. Pursuant to Section 4.4 of the Warrant Agreement, until the end of the Special Exercise Period, the Warrant Price is reduced by an amount (in dollars) equal to the difference of (a) $11.50 (which constitutes the Warrant Price in effect on the trading day immediately prior to such reduction) minus (b)(i) $10.05 (which constitutes the Per Share Consideration) minus (ii) the applicable Black-Scholes Warrant Value.

7799 Leesburg Pike, Suite 300 North, Falls Church, Virginia 22043, www.pae.com

4. The Black-Scholes Warrant Value was calculated for each Private Placement Warrant and Public Warrant in accordance with the terms of the Warrant Agreement and the terms set forth below:

Term	Private Placement Warrants	Public Warrants
Reference Date	February 14, 2022 (the trading day immediately prior to the Effective Time)	Same as per the Private Placement Warrants
Price of Each Share of Common Stock (10-day VWAP for the period ended on the Reference Date)	$10.0313	Same as per the Private Placement Warrants
Assumed Volatility	Calculated using the 90-day volatility obtained from the HVT function on Bloomberg determined as of October 22, 2021 (the trading day immediately prior to the day of the Company’s announcement of the Merger Agreement)	Same as per the Private Placement Warrants
Assumed Risk-Free Interest Rate	Calculated using the Graph Curve (GC) function on Bloomberg and the U.S. Treasury Actives Curve rate using the Interpolate Curves tool for the Expiration Date (February 10, 2025)	Same as per the Private Placement Warrants
Option Pricing via the Bloomberg OVME Calculator	Regular American call input using the other inputs derived in accordance with the other terms of this notice, the Expiration Date (February 10, 2025) and a buy/strike price of $11.50 (value display in “price total”)	Capped American call input using a call cap of $18.00, the other inputs derived in accordance with the other terms of this notice, the Expiration Date (February 10, 2025) and a buy/strike price of $11.50 (value display in “price total”)

2

5. Accordingly, until the end of the Special Exercise Period, the Warrant Price for the Public Warrants is $7.99 and the Warrant Price for the Private Placement Warrants is $7.73. Any holder that purports to exercise a Private Placement Warrant during the Special Exercise Period and pays the corresponding Warrant Price with respect thereto must also provide evidence acceptable to the Warrant Agent that (a) such Warrant is a Private Placement Warrant and (b) such holder is entitled to receive the Warrant Price with respect thereto. The failure of any such holder to comply with the requirements of this notice may result in a failure to properly exercise the applicable Warrants prior to the expiration of the Special Exercise Period. After the end of the Special Exercise Period, the Warrant Price for the Public Warrants and the Private Placement Warrants shall be $11.50.

The Company hereby requests that upon receipt of this notice the Warrant Agent promptly provides a copy of this notice in writing to each holder of a Warrant on behalf of the Company in accordance with Section 4.5 of the Warrant Agreement, with such further notices confirmed by the Warrant Agent to the Company in writing. Each holder of Warrants is encouraged to contact its advisors if it has any questions regarding the exercise of its Warrants. The Warrant Payment shall be made by the Warrant Agent as soon as practicable following the proper exercise of the Warrant, the payment of the Warrant Price in cash, the satisfaction of any additional actions reasonably requested by the Warrant Agent and the Warrant Agent’s review of any other materials required to be submitted hereunder or otherwise.

This notice shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[Signature page follows]

3

PAE INCORPORATED,
By:	/s/ Paul W. Cobb, Jr.
	Name: Paul W. Cobb, Jr. Title:   Executive Vice President, General Counsel and Secretary

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Document and Entity Information	Feb. 10, 2022
Document And Entity Information [Line Items]
Entity Registrant Name	PAE Inc
Amendment Flag	false
Entity Central Index Key	0001720821
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Feb. 10, 2022
Entity Incorporation State Country Code	DE
Entity File Number	001-38643
Entity Tax Identification Number	82-3173473
Entity Address, Address Line One	7799 Leesburg Pike
Entity Address, Address Line Two	Suite 300 North
Entity Address, City or Town	Falls Church
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22043
City Area Code	(703)
Local Phone Number	717-6000
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Pre Commencement Issuer Tender Offer	false
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Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock, $0.0001 par value
Trading Symbol	PAE
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Security 12b Title	Warrants
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