Everett Spinco / CSC Merger Tax Documentation
U.S. Federal Income Tax Information Relating to Computer Sciences Corporation’s Merger with New Everett Merger Sub, Inc.
Effective April 1, 2017 (the “Effective Time”), pursuant to the Agreement and Plan of Merger dated as of May 24, 2016, among Hewlett Packard Enterprise Company (“Houston”), Everett SpinCo, Inc. (“Everett”), Computer Sciences Corporation (“CSC: or “Chicago”), Everett Merger Sub Inc. and New Everett Merger Sub Inc. (“Merger Sub”), as amended as of November 2, 2016, as further amended as of December 6, 2016, and as may be further amended from time to time, Merger Sub merged with and into Chicago (the “Merger”), with Chicago surviving the Merger as a wholly owned subsidiary of Everett.
Pursuant to the Merger, each outstanding common share of Chicago was exchanged for one (1) common share of Everett stock. No cash or other consideration was received in exchange for Chicago common stock.
The documentation provided below summarizes certain U.S. federal income tax consequences of the Merger, as well as provides additional information.
The information contained herein does not apply to you if you sold, exchanged or otherwise disposed of CSC common stock prior to the Effective Time.
The information contained herein has been prepared by CSC for general information purposes only and does not represent an opinion of counsel or otherwise constitute tax advice. It does not purport to be complete or to describe the consequences that may apply to particular categories of shareholders. The information contained herein also assumes that you are a U.S. taxpayer that holds your CSC common stock as a capital asset (generally, property held for investment). The tax rules are very complex, and you are urged to consult your own tax advisor with respect to the U.S. federal income tax consequences of the Distribution, as well as any other U.S. federal, state, local or foreign tax laws. We also urge you to read the information statement for the definitive Proxy Statement for the Merger, noting especially the section entitled “U.S. Federal Income Tax Consequences of the Distribution and Merger” for more information regarding the potential tax consequences to you of the Merger.