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Item 2.01  Completion of Acquisition or Disposition of Assets  

On September 15, 2010, Vangent, Inc. (“Vangent”) completed the acquisition (“Acquisition”) of Buccaneer Computer Systems & Service, Inc. (“Buccaneer”). Buccaneer is a leading provider of IT services, infrastructure, secure data hosting and data analytics for the government healthcare market.

Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated August 5, 2010, by and among VBCSS Acquisition Corp., a wholly owned subsidiary of Vangent (“Merger Sub”), Buccaneer, the majority shareholder of Buccaneer and the agent of Buccaneer’s shareholders, Merger Sub was merged with and into Buccaneer and as a result Buccaneer continues as the surviving corporation and is a wholly owned subsidiary of Vangent (the “Merger”).

At the closing date of the Merger, Vangent acquired all outstanding shares of Buccaneer stock in exchange for aggregate consideration of $65.0 million (the “Merger Consideration”). The Merger Consideration is subject to adjustment based on the working capital position of Buccaneer on the closing date of the Merger. Pursuant to the Merger Agreement: $3.0 million of the Merger Consideration was placed in escrow to be used to satisfy certain tax obligations of Buccaneer, and $5.0 million of the Merger Consideration due to the majority shareholder was withheld for a period of 15 months to satisfy certain potential indemnification obligations of the majority shareholder of Buccaneer. The amount of the Merger Consideration due at closing, including the amount placed in escrow, was $60 million.

Vangent funded the $60.0 million due at closing with available cash of $44.0 million and a variable-rate borrowing of $16.0 million drawn on its senior secured revolving credit facility. The borrowing represents a direct financial obligation of Vangent. The variable rate was 2.53% at September 15, 2010. Borrowings under the senior secured credit facility bear interest at a rate equal to, at the Company’s option, either: (i) the base rate, as defined, plus an applicable margin of 1.00-1.50%, or (ii) the adjusted LIBOR, as defined, plus an applicable margin of 2.00-2.50%. The applicable margin was 2.25% at September 15, 2010.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is filed hereto as Exhibit 2.1 to this current report on Form 8-K and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

SIGNATURE  

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

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EXHIBIT INDEX

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