Cannae Holdings, Inc. (NYSE:CNNE), BGPT Catalyst, L.P. managed by Bridgeport Partners LLC and Centerbridge Partners, L.P. entered into a definitive agreement to acquire Computer Services, Inc. (OTCPK:CSVI) (CSI) from Emeritus John A. Williams and others for $1.6 billion on August 20, 2022. Under the terms of the agreement, CSI shareholders will receive $58.00 per share in cash. Bridgeport Partners LLC and Centerbridge Partners, L.P. received an Equity Commitment Letters and Debt Commitment Letter for financing the acquisition. Upon completion of the transaction, CSI will become a privately held company, and its common stock will no longer be listed on any public market. Upon completion of the transaction, CSI intends to continue operating under the leadership of Chief Executive Officer David Culbertson and the CSI leadership team, with its headquarters expected to remain in Paducah, Kentucky. If Agreement is validly terminated, CSI will pay a termination fee equal to $49,842,548 and buyers will pay a termination fee equal to $99,685,096 in cash.

Transaction is subject to CSI Shareholder Approval at the Company Shareholder Meeting; the applicable waiting period under the HSR Act shall have expired or been terminated, or all requisite consents thereto will have been obtained, and any other approvals, clearances or expirations of waiting periods under any other Antitrust Law applicable to the Merger shall have been obtained, or deemed obtained as a result of the expiry of applicable waiting periods; The FCC Consent shall have been obtained and shall be in full force and effect; and regulatory review and other conditions. The transaction follows a robust strategic review process and was unanimously approved by CSI's board of directors. Bridgeport and Centerbridge board of directors have unanimously approved the transaction. Further, in connection with the transaction, all members of the CSI board of directors and Founder and Chairman Emeritus John A. Williams have entered into a voting and support agreement to vote in favor of the transaction. As of November 9, 2022, CSI Shareholder approved the transaction. Transaction is expected to occur in the fourth quarter of calendar year 2022.

Raymond James & Associates, Inc. and Moelis & Company LLC are acting as co-financial advisors to CSI, and Brennan Ryan, John Jennings and Jeff Allred of Nelson Mullins Riley & Scarborough LLP is acting as its legal counsel. Goldman Sachs & Co. LLC and Jefferies LLC are acting as financial advisors to Centerbridge and Bridgeport. Corey D. Fox, Maggie D. Flores and Dan Hoppe of Kirkland & Ellis LLP is serving as legal counsel to Centerbridge. Aviditi Financial, LLC is serving as a capital markets advisor to Bridgeport. Jennifer Haydel Britz, Michael J. Aiello, Sachin Kohli, Sarah C. Borden, Vynessa Nemunaitis of Weil, Gotshal and Manges LLP is serving as legal counsel to Bridgeport. Raymond James & Associates, Inc. and Moelis & Company LLC acted as fairness opinion provider to the board of CSI.

Cannae Holdings, Inc. (NYSE:CNNE), BGPT Catalyst, L.P. managed by Bridgeport Partners LLC and Centerbridge Partners, L.P. completed the acquisition of Computer Services, Inc. (OTCPK:CSVI) (CSI) from Emeritus John A. Williams and others on November 15, 2022. Frank Martire, Founder of Bridgeport, will serve as Chairman of the Board of CSI, joining current board members, Steve Powless and Culbertson. Jared Hendricks, Senior Managing Director at Centerbridge, and Ben Jaffe, Managing Director at Centerbridge will also join the board of CSI.