Investor Group to Partner with Management to Transition TASC Inc. into an Independent Company

GREENWICH, Conn. and NEW YORK, Nov. 8 /PRNewswire/ -- An investor group led by General Atlantic LLC ("GA") and affiliates of Kohlberg Kravis Roberts & Co. ("KKR"), in partnership with the management team of TASC, Inc., ("TASC"), today announced a definitive agreement to acquire 100% of TASC from Northrop Grumman Corporation (NYSE: NOC) in a transaction valued at $1.65 billion. Founded in 1966, TASC today generates approximately $1.6 billion in revenue and has nearly 5,000 employees serving a range of intelligence, defense, and civil agencies.

"Today's announcement is another major milestone in TASC's long history of leadership in serving the federal government and national security communities, and provides an exceptional foundation for our continued growth," said Wood Parker, TASC's General Manager and prospective President and CEO. "As a fully independent entity, TASC will expand its ability to solve the U.S. Government's most pressing technical challenges. Our singular focus, as always, will remain supporting the vital missions of our customers."

"Moreover," added Parker, "we will now have more flexibility to invest in research and development as well as in retaining and attracting the finest talent in the nation. We are very pleased to partner with two highly respected and long-term oriented investors with deep experience in building and growing knowledge- and people-based businesses. Their success in supporting growth companies that are employers of choice makes them very attractive partners for TASC."

Upon closing of the transaction, TASC will be the nation's most recognized independent, non-conflicted provider of advanced systems engineering and technical assistance (SETA) to the defense, intelligence, federal, state and local markets.

The investor group worked closely with a team of expert advisors including Dr. Donald M. Kerr, former head of the National Reconnaissance Office; Peter A. Marino, former Director of Technical Services for the CIA; R. Evans Hineman, a former senior leader in the intelligence community and former President of TASC from 1998-1999; James H. Frey, former President of TASC until 2002; and Reuben Jeffery, former Undersecretary of State for Economic, Energy and Agricultural Affairs.

"General Atlantic and KKR are long-term oriented and responsible growth investors who understand that TASC is an important national asset. They are committed to supporting TASC's customer base and the company's commitment to remain an employer of choice," said Mr. Hineman.

"TASC is at the intersection of General Atlantic's long-standing experience as growth equity investors in the professional services, information technology, and government sectors. We look forward to a long-term partnership," Steven A. Denning, Chairman of GA said. David Langstaff, special advisor to GA and industry veteran added, "With its core systems engineering heritage and its technical and analytical capabilities, TASC is at the forefront of protecting the nation from today's most serious security risks. As a newly independent company, TASC is poised to build on its 43 years of success and has a bright future."

"TASC is embodied by the many highly skilled and credentialed employees who have played a critical role, often unbeknownst to the public, in helping ensure the security of the United States by offering high end, mission critical engineering advisory services to key government agencies," Adam H. Clammer, Member of KKR, said. "Our investment today is not only about capital; it is an investment in the people, the mission and the future of TASC, a company with great heritage and a promising future as an independent and OCI compliant provider of strategic national security advice."

Neither General Atlantic nor KKR currently has portfolio companies that provide SETA services or focus primarily on providing technology services or platforms to the U.S. government, ensuring full compliance with the government's important emphasis on OCI avoidance.

The parties expect to complete the transaction in the fourth quarter of 2009, subject to customary approvals.

Renaissance Strategic Advisors provided strategic counsel to General Atlantic and KKR. Barclays Capital, Deutsche Bank Securities, Inc. and RBC Capital Markets acted as financial advisors to General Atlantic and KKR. Financing commitments for the acquisition are comprised of senior secured credit facilities and senior subordinated notes. The credit facilities will be provided by Barclays Capital, Deutsche Bank Securities, Inc., RBC Capital Markets and CPPIB Credit Investments Inc. KKR Capital Markets, an affiliate of KKR, arranged the senior subordinated notes with Highbridge Mezzanine Partners as the lead investor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Simpson Thacher & Bartlett LLP, Arnold & Porter LLP and Arent Fox LLP served as legal advisors to the investors.

*Organizational Conflict of Interest (OCI)

About General Atlantic LLC

GENERAL ATLANTIC is a leading global growth equity firm providing capital and strategic support for growth companies. GA combines a collaborative global approach, sector specific expertise, long-term investment horizon and a deep understanding of growth drivers to partner with exceptional management teams and build enduring businesses worldwide. Established in 1980, GA manages approximately $14 billion in capital and has more than 75 investment professionals based in Greenwich, New York, Palo Alto, London, Düsseldorf, Hong Kong, Beijing, Mumbai and São Paulo. For further information and a listing of GA's public and private portfolio companies see www.generalatlantic.com.

About KKR

KKR is a leading global alternative asset manager with over $50 billion in assets under management, over 600 people and 13 offices around the world as of June 30, 2009. The Firm manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR complements its investment expertise and strengthens interactions with investors through its client relationship and capital markets platforms. KKR is publicly traded through KKR & Co. (Guernsey) L.P. (Euronext Amsterdam: KKR). For additional information, please visit the Firm's website at www.kkr.com.

About TASC

TASC is a premier provider of advanced systems engineering and advisory services across the Intelligence Community, Department of Defense and Civilian Agencies of the federal government. For more than 40 years, we have partnered with our customers toward one goal--the success of their missions. Our broad portfolio of services includes cyber security; advanced concept and technology development; enterprise engineering and integration; program, financial and acquisition management; system/policy studies and analysis; test and evaluation; and program protection engineering. With nearly 5,000 employees, TASC generates approximately $1.6 billion in annual revenue.

    For more information, contact:

    General Atlantic
    Patricia Hedley
    203-629-8658
    phedley@generalatlantic.com

    or

    Adam Weiner
    Kekst & Company
    917-842--1021
    212-521-4823
    adam-weiner@kekst.com

    KKR
    Peter McKillop
    202-841-6693
    Peter.McKillop@kkr.com

    or

    Kristi Huller
    917-940-1233
    Kristi.Huller@kkr.com