Item 8.01 Other Events




As previously disclosed, on May 13, 2022, ManTech International Corporation, a
Delaware corporation ("ManTech"), entered into that certain Agreement and Plan
of Merger (as amended from time to time, the "Merger Agreement") with Moose
Bidco, Inc., a Delaware corporation ("Parent") and Moose Merger Sub, Inc., a
Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger
Sub"), pursuant to which, among other things, Merger Sub will merge with and
into ManTech (the "Merger"), with ManTech surviving the Merger as a wholly owned
subsidiary of Parent. In connection with the proposed Merger, on August 4, 2022,
ManTech filed a definitive proxy statement on Schedule 14A (the "Proxy
Statement") with the U.S. Securities and Exchange Commission (the "SEC")
relating to the special meeting of ManTech's stockholders to approve the
proposed Merger, which is scheduled to be held on September 7, 2022 (the
"ManTech Special Meeting"). ManTech commenced mailing the Proxy Statement to
ManTech's stockholders on or about August 4, 2022.

Following the announcement of the Merger Agreement, as of the date of this
Current Report on Form 8-K, four complaints have been filed as individual
actions in United States District Courts. Three of such complaints have been
filed with respect to the Merger in the United States District Court for the
Southern District of New York and are captioned Stein v. ManTech Int'l Corp., et
al., Case No. 1:22-cv-06501, Jones v. ManTech Int'l Corp., et al., Case No.
1:22-cv-06905, and Lawrence v. ManTech Int'l Corp., et al., Case No.
1:22-cv-06873. The other complaint has been filed in the United States District
Court for the District of Delaware and is captioned Morgan v. ManTech Int'l
Corp., et al., Case No. 1:22-cv-1049. The foregoing complaints are referred to
collectively as the "Merger Actions."

The Merger Actions generally allege, among other things, that the Proxy
Statement and/or the preliminary proxy statement filed on Schedule 14A by
ManTech on July 1, 2022 (the "Preliminary Proxy Statement") misrepresent and/or
omit certain purportedly material information related to the Merger, rendering
the Proxy Statement false and misleading in violation of Sections 14(a) and
20(a) of the Securities Exchange Act of 1934, as amended, as well as Rule 14a-9
promulgated thereunder. The Merger Actions seek, among other relief,
(i) injunctive relief enjoining consummation of the Merger, unless and until
certain additional information is disclosed, (ii) to recover damages and costs
(including plaintiffs' attorneys' fees and experts' fees) and (iii) other relief
the court may deem just and proper. In addition, as of the date of this Current
Report on Form 8-K, five purported stockholders sent letters to ManTech alleging
similar deficiencies in the Proxy Statement and/or the Preliminary Proxy
Statement to those noted in the above-referenced Merger Actions (collectively,
the "Demand Letters"). If additional similar complaints are filed or demand
letters are received, absent new or different allegations that are material,
ManTech will not necessarily disclose such additional filings and/or letters.

ManTech believes that the claims in the Merger Actions and Demand Letters are
without merit, and that no supplemental disclosures are required under
applicable law and vigorously denies that it has committed any violation of law
or duties or engaged in any alleged wrongful conduct, including specifically
denying all allegations of wrongdoing in the Merger Actions and Demand Letters.
However, solely to moot the unmeritorious disclosure claims, avoid the risk of
delaying or otherwise adversely affecting the Merger and minimize the risk,
costs, burden, nuisance and uncertainties inherent in defending litigation, and
without admitting any liability or wrongdoing, ManTech has determined
voluntarily to make the supplemental disclosures to the Proxy Statement set
forth below (the "Supplemental Disclosures") in response to the Merger Actions
and Demand Letters. Nothing in the Supplemental Disclosures shall be deemed an
admission of the legal necessity or materiality under applicable laws of any of
the disclosures set forth herein.

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             SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT

The Supplemental Disclosures set forth in this Current Report on Form 8-K
supplement the disclosures contained in the Proxy Statement and should be read
in conjunction with the Proxy Statement, which in turn should be read in its
entirety. To the extent that information set forth in the Supplemental
Disclosures differs from or updates information contained in the Proxy
Statement, the information in this Current Report on 8-K supersedes or
supplements the information contained in the Proxy Statement. All page
references are to the Proxy Statement and capitalized terms used but not
otherwise defined herein have the meanings ascribed to such terms in the Proxy
Statement. For clarity, new text within the amended and restated portions of the
Proxy Statement is highlighted with bold, underlined text and deleted text
within the amended and restated portions of the Proxy Statement is stricken.

The Section of the Proxy Statement entitled "Unaudited Prospective Financial Information" is hereby amended and supplemented as follows:



The table on page 47 of the Proxy Statement is hereby amended and restated as
follows:

                                         Fiscal Year Ended December 31,
                           2022E       2023E        2024E        2025E        2026E
                                                  (in millions)
Revenue                   $ 2,650     $ 2,764      $ 2,894      $ 3,010      $ 3,130
EBITDA(1)                 $   254     $   270      $   286      $   303      $   319
EBIT(2)                   $   173     $   194      $   209      $   229      $   245
Capital Expenditures(3)   $    40     $    35      $    41      $    47      $    44
Net Debt(4)               $   127     $    (7 )    $  (133 )    $  (251 )    $  (373 )

(1) EBITDA is calculated by excluding depreciation and amortization expense,

interest expense, interest income, other expense, income taxes and equity in

losses of unconsolidated subsidiaries from net income.

(2) EBIT is calculated by excluding interest expense, interest income, other

expense, income taxes and equity in losses of unconsolidated subsidiaries

from net income.

(3) Capital expenditures includes purchases of property, equipment and software.

(4) Net debt is calculated as total debt less cash and cash equivalents. The

Company's net debt as of March 31, 2022 was $240 million.

The Section of the Proxy Statement entitled "Opinion of Our Financial Advisor" is hereby amended and supplemented as follows:

The disclosure in the paragraph following the heading "Illustrative Present Value of Future Share Price Analysis" on page 49 of the Proxy Statement is hereby amended and restated as follows:



Goldman Sachs performed an illustrative analysis of the implied present value of
an illustrative future value per share of Company Common Stock, which is
designed to provide an indication of the present value of a theoretical future
value of a company's equity as a function of such company's financial multiples.
For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years
2023 to 2025. Goldman Sachs first calculated the implied values per share of
Company Common Stock as of March 31, 2022 for each of the fiscal years 2022 to
2024, by applying next twelve-month enterprise value to EBITDA multiples, which
are referred to as the "NTM EV/EBITDA," of 11.5x to 14.5x to EBITDA estimates
for the Company for each of the fiscal years 2023 to 2025. These illustrative
multiple estimates were derived by Goldman Sachs utilizing its professional
judgment and experience, taking into account historical NTM EV/EBITDA multiples
for the Company. Goldman Sachs then subtracted the amount of the Company's
forecasted net debt of $127 million, $(7) million and $(133) million for each of
the fiscal years 2022 to, 2023 and 2024, as provided by the management of the
Company, as of the relevant year-end per the Forecasts, from the respective
implied enterprise values in order to derive a range of illustrative equity
values for the Company for each of the fiscal years 2022 to 2024. Goldman Sachs
then divided the results by the projected year-end number of fully diluted
outstanding shares of Company Common Stock of 41.6 million as of May 9, 2022, as
provided by the management of the Company reflected in the Forecasts, to derive
a range of implied future share of Company Common Stock prices (excluding
dividends). Goldman Sachs then added the cumulative dividends per share expected
to be paid to the Company stockholders in the second, third, and fourth fiscal
quarters of 2022 and each of the fiscal years 2023 and 2024, using the
Forecasts. Goldman Sachs then

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discounted the December 31, 2022 to December 31, 2024 implied future share of
Company Common Stock price values (including cumulative dividends) back to
March 31, 2022 using an illustrative discount rate of 10.0%, reflecting an
estimate of the Company's cost of equity. Goldman Sachs derived such discount
rate by application of the Capital Asset Pricing Model, which requires certain
company-specific inputs, including a beta for the company, as well as certain
financial metrics for the United States financial markets generally. This
analysis resulted in a range of implied present values of $67 to $86 per share
of Company Common Stock, rounded to the nearest dollar.

The disclosure in the paragraph following the heading "Illustrative Discounted
Cash Flow Analysis" beginning on page 49, and carrying over onto page 50, of the
Proxy Statement is hereby amended and restated as follows:

Using the Forecasts, Goldman Sachs performed an illustrative discounted cash
flow analysis on the Company. Using discount rates ranging from 9.00% to 10.00%,
reflecting estimates of the Company's weighted average cost of capital, Goldman
Sachs discounted to present value as of March 31, 2022 (i) estimates of
unlevered free cash flow for the Company for the years 2022 through 2026 as
reflected in the Forecasts and (ii) a range of illustrative terminal values for
the Company, which were calculated by applying exit terminal year EBITDA
multiples ranging from 12.5x to 16.0x, to a terminal year estimate of the EBITDA
to be generated by the Company, as reflected in the Forecasts. Goldman Sachs
derived such discount rates by application of the Capital Asset Pricing Model,
which requires certain company-specific inputs, including the Company's target
capital structure weightings, the cost of long-term debt, after-tax yield on
permanent excess cash, if any, future applicable marginal cash tax rate and a
beta for the Company, as well as certain financial metrics for the United States
financial markets generally. The range of exit terminal year EBITDA multiples
was estimated by Goldman Sachs utilizing its professional judgment and
experience, taking into account the Forecasts and the Company's historical LTM
EV/EBITDA multiples. Goldman Sachs derived ranges of illustrative enterprise
values for the Company by adding the ranges of present values it derived above.
Goldman Sachs then subtracted from the range of illustrative enterprise values
it derived for the Company the net debt of the Company of $240 million as of
March 31, 2022, as provided by the management of the Company, to derive a range
of illustrative equity values for the Company. Goldman Sachs then divided the
range of illustrative equity values it derived by the number of fully diluted
outstanding shares of Company Common Stock of the Company of 41.6 million as of
May 9, 2022, as provided by the management of the Company, to derive a range of
illustrative present values per share of Company Common Stock ranging from $73
to $94, rounded to the nearest dollar.

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The disclosure following the heading "Selected Transactions Analysis" on page 50 of the Proxy Statement is hereby amended and restated in its entirety as follows:

Goldman Sachs analyzed certain information relating to the following selected transactions in the government services industry since January 2018.:



     Announcement Date                        Acquiror                                     Target                           NTM EV/EBITDA
           Jul-21                  Huntington Ingalls Industries                            Alion                               12.2x
           Jun-21                             Parsons                                    Black Horse                            11.5x
           Jan-21                    Peraton / Veritas Capital                            Perspecta                             11.4x
           Nov-20                              Jacobs                                 The Buffalo Group                         9.0x1
           Oct-20                             Parsons                                      Braxton                              12.8x2
           Aug-20                               KBR                                       Centauri                              11.6x3
           Feb-20                               SAIC                                   Unisys Federal                           12.0x4
           Apr-19                              Jacobs                                       KeyW                                13.2x5
           May-21                            Booz Allen                             Liberty IT Solutions                        15.1x6
           Dec-20                         Veritas Capital               Northrop Grumman Federal IT & Mission Support            ~13x
           Oct-19              American Securities / Lindsay Goldberg             Aecom Management Services                     11.6x
           Sep-18                               SAIC                                      Engility                              14.0x7
           Feb-18                         General Dynamics                                  CSRA                                12.0x
           Jan-18                          On Assignment                                     ECS                                11.5x8

(1) The Buffalo Group transaction reflects purchase price of approximately

$250 million, net of tax assets.


      (2) Braxton transaction reflects purchase price of approximately
          $258 million, including $42 million of tax assets.


      (3) Centuari transaction reflects purchase price of approximately
$840 million including tax assets approximately equal to 5% of overall
          deal value.

(4) Unysis Federal transaction reflects purchase price of approximately

$1,375 million, including ~$175 million of tax assets.

(5) KeyW transaction reflects purchase price of approximately $875 million,


          including $60 million NPV of tax assets.


      (6) Liberty IT Solutions transaction reflects purchase price of
          approximately $725 million, including ~$78 million of tax assets.


      (7) Engility transaction reflects purchase price of approximately
          $2,500 million, including $250 million of tax assets.

(8) ECS transaction reflects purchase price of approximately $775 million,

including $84mm of tax assets.




For each of the selected transactions where information was publicly available,
Goldman Sachs calculated and compared the implied next twelve-month enterprise
value to EBITDA multiple or the implied last twelve-month enterprise value to
EBITDA multiple, which are referred to, respectively, as the "NTM EV/EBITDA" and
the "LTM EV/EBITDA," of the applicable target company based on the total
consideration paid in the transaction as a multiple of the target company's
EBITDA based on publicly available information at the time each such selected
transaction was announced. While none of the target companies that participated
in the selected transactions are directly comparable to the Company, the target
companies that participated in the selected transactions are companies that, for
the purposes of analysis, may be considered similar to the Company with respect
to certain of its results, market size and product profile.

The following table presents the results of this analysis:



                  Selected Transactions
                    Range          Median
NTM EV/EBITDA       9.0x-13.2x       11.2x
LTM EV/EBITDA      11.5x-15.1x       12.3x


Based on the results of the foregoing calculations and Goldman Sachs' analyses
of the various transactions and its professional judgment, Goldman Sachs applied
a reference range of LTM EV/EBITDA multiples of 11.0x to 15.0x to the Company's
EBITDA for the fiscal year ended December 31, 2021, as reflected in the
Forecasts, to derive a range of implied enterprise values for the Company.
Goldman Sachs then subtracted from the range of implied enterprise values the
net debt of the Company of $240 million as of March 31, 2022, as provided by the
management of the Company, to derive a range of illustrative equity values for
the Company. Goldman Sachs then divided the results by the number of fully
diluted outstanding shares of Company Common Stock of 41.6 million as of May 9,
2022, as provided by the management of the Company, to derive a range of implied
values per share of Company Common Stock of $64 to $90, rounded to the nearest
dollar.

The disclosure in the paragraph following the heading "Premia Analysis" on page 50 of the Proxy Statement is hereby amended and restated as follows:



Goldman Sachs reviewed and analyzed, using publicly available information, the
acquisition premia for all 272 cash and mixed cash and stock transactions
announced during the time period from January 1, 2016 through May 12, 2022
involving a public company based in the United States as the target where the
disclosed enterprise values for the transaction were between $1 billion and
$10 billion using information obtained from Thomson Reuters, and excluding deals
in the Financial Institutions, Real Estate and Energy sectors. For the entire
period, using

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publicly available information, Goldman Sachs calculated the median, 25th
percentile and 75th percentile premiums of the price paid in all cash and mixed
cash and stock transactions relative to the target's last undisturbed closing
stock price prior to announcement of the transaction. This analysis indicated a
median premium of 21% across the period. This analysis also indicated a 25th
percentile premium of 10% and 75th percentile premium of 40% across the period.
Using this analysis, Goldman Sachs applied a reference range of illustrative
premiums of 10% to 40% to the undisturbed closing price per share of Company
Common Stock of $72.82 as of February 2, 2022 and calculated a range of implied
equity values per share of Company Common Stock of $80 to $102, rounded to the
nearest dollar.

The disclosure in the final paragraph of page 51, carrying over onto page 52, of the Proxy Statement, is hereby amended and restated as follows:



Goldman Sachs and its affiliates are engaged in advisory, underwriting and
financing, principal investing, sales and trading, research, investment
management and other financial and non-financial activities and services for
various persons and entities. Goldman Sachs and its affiliates and employees,
and funds or other entities they manage or in which they invest or have other
economic interests or with which they co-invest, may at any time purchase, sell,
hold or vote long or short positions and investments in securities, derivatives,
loans, commodities, currencies, credit default swaps and other financial
instruments of the Company, Parent, any of their respective affiliates and third
parties, including Carlyle, an affiliate of Parent, and any of its respective
affiliates and portfolio companies, or any currency or commodity that may be
involved in the Merger. Goldman Sachs acted as financial advisor to the Company
in connection with, and participated in certain of the negotiations leading to,
the Merger. During the two year period ended May 13, 2022, the Investment
Banking Division of Goldman Sachs has not been engaged by the Company or its
affiliates to provide financial advisory or underwriting services for which
Goldman Sachs has recognized compensation. Goldman Sachs also has provided
certain financial advisory and/or underwriting services to Carlyle and/or its
affiliates and portfolio companies, from time to time for which the Investment
Banking Division of Goldman Sachs has received, and may receive, compensation,
including having acted as book runner with respect to the offering by
Pharmaceutical Product Development LLC, a portfolio company of Carlyle, of its
4.625% Senior Notes due 2025 and 5.000% Senior Notes due 2028 (aggregate
principal amount $1,200,000,000) in May 2020; as book runner with respect to the
offering by Veritas Software Corporation, a portfolio company of Carlyle, of its
7.500% Secured Notes due 2025 (aggregate principal amount $750,000,000) in
November 2020; as book runner with respect to the initial public offering by
Ortho Clinical Diagnostics Inc, a portfolio company of Carlyle, of 76,000,000 of
its ordinary shares in January 2021; as financial advisor to Logoplaste
Consultores Tecnicos SA, a portfolio company of Carlyle, with respect to its
sale of a majority stake in July 2021; as book runner with respect to the
offering by Medline Industries Inc, a portfolio company of Carlyle, of its Term
Loan B due 2028 (aggregate principal amount $7,270,000,000) in October 2021; as
financial advisor to Novolex Holdings LLC, a portfolio company of Carlyle, with
respect to its sale of a majority stake in February 2022; and as book runner
with respect to the offering by Novolex Holdings LLC, a portfolio company of
Carlyle, of its 6.625% Senior Secured Notes due 2029 and 8.750% Senior Unsecured
Notes due 2030 (aggregate principal amount $1,610,000,000) in March 2022. During
the two year period ended May 13, 2022, Goldman Sachs has recognized
compensation for financial advisory and/or underwriting services provided by its
Investment Banking Division to Carlyle and/or its affiliates and portfolio
companies of approximately $150 million. Goldman Sachs may also in the future
provide financial advisory and/or underwriting services to the Company, Parent,
Carlyle and their respective affiliates and/or, as applicable, portfolio
companies for which the Investment Banking Division of Goldman Sachs may receive
compensation. Affiliates of Goldman Sachs also may have co-invested with Carlyle
and its affiliates from time to time and may have invested in limited
partnership units of affiliates of Carlyle from time to time and may do so in
the future.

Additional Information and Where to Find It



This communication is being made in respect of the proposed Merger involving
ManTech and The Carlyle Group. In connection with the proposed Merger, ManTech
filed the Proxy Statement relating to the ManTech Special Meeting at which the
proposed transaction will be submitted for approval by ManTech's stockholders
with the SEC on August 4, 2022. ManTech may also file other relevant documents
in connection with the proposed Merger with the SEC. The Proxy Statement has
been sent or given to the ManTech stockholders and contains important
information about the proposed Merger and related matters. STOCKHOLDERS OF
MANTECH ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY
STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), WHICH IS CURRENTLY
AVAILABLE, AND OTHER RELEVANT MATERIALS FILED WITH THE SEC IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MANTECH
AND THE MERGER. Investors may obtain a free copy of the Proxy Statement and
other relevant documents filed by ManTech with the SEC at the SEC's website at
www.sec.gov or on ManTech's website at www.mantech.com.

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Participants in the Solicitation

ManTech and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding those
persons and other persons who may, under the rules of the SEC, be deemed to be
participants in the solicitation of ManTech's stockholders in connection with
the proposed Merger is set forth in the Proxy Statement.

Forward-Looking Statements



This communication contains certain forward-looking statements concerning
ManTech and the proposed transaction between ManTech and The Carlyle Group. All
statements other than statements of fact, including information concerning
future results, are forward-looking statements. These forward-looking statements
are generally identified by the words "anticipate," "believe," "estimate,"
"expect," "intend," "may," "could" or similar expressions. Such forward-looking
statements include, but are not limited to, the inability to obtain required
regulatory approvals or satisfy other conditions to the closing of the proposed
transaction; unexpected costs, liabilities or delays in connection with the
proposed transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction; the significant
transaction costs associated with the proposed transaction and other risks that
may imperil the consummation of the proposed transaction, which may result in
the transaction not being consummated within the expected time period or at all;
negative effects of the announcement, pendency or consummation of the
transaction on the market price of ManTech's common stock or operating results,
including as a result of changes in key customer, supplier, employee or other
business relationships; the risk of litigation or regulatory actions; the
inability of ManTech to retain and hire key personnel; the risk that certain
contractual restrictions contained in the business combination agreement during
the pendency of the proposed transaction could adversely affect ManTech's
ability to pursue business opportunities or strategic transactions; and failure
to maintain ManTech's relationship with the U.S. government, or the failure to
compete effectively for new contract awards or to retain existing U.S.
government contracts during the pendency of the transaction.

Forward-looking statements are based on current expectations and assumptions,
which are subject to risks and uncertainties that may cause actual results to
differ materially from those expressed in or implied by such forward-looking
statements. Given these risks and uncertainties, persons reading this
communication are cautioned not to place undue reliance on such forward-looking
statements. ManTech assumes no obligation to update or revise the information
contained in this communication (whether as a result of new information, future
events or otherwise), except as required by applicable law.

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