Gores Holdings III, Inc.

Every public share is cashed out at $10.05, without interest and less applicable withholding, leaving no ongoing ownership in the business — the opposite of a de-SPAC, and a figure close enough to a trust price to be misread as one by anything assuming a SPAC context. The document states premiums of approximately 70% over the closing price on October 22, 2021, the last trading day before announcement, and approximately 68% and 47% over the thirty- and sixty-trading-day volume-weighted average prices ended that date. PE Shay Holdings, LLC, PAE's largest stockholder, has committed to vote.

This is a take-private, not a de-SPAC: Parent and Merger Sub are affiliated with American Securities LLC and Goldberg Lindsay Co. LLC. The document puts the consideration at a premium of approximately 70% over the closing price on October 22, 2021 and approximately 68% and 47% over the thirty- and sixty-trading-day volume-weighted averages ended that date. The fee rests on a proposed maximum aggregate value of $999,359,502.29, built from 93,117,234 shares plus RSU and PSU awards at $10.05, and 19,999,985 warrant shares valued separately. Meeting and record dates are left blank.

Flagged at reduced confidence because the SPAC-shaped extraction windows return almost nothing here - there is no trust, no redemption line and no completion deadline to find, and the stored text opens with several hundred raw inline-XBRL context identifiers rather than readable prose. The one SPAC legacy still live is the earn-out: the Shay Stockholders, being Platinum Equity affiliates and PAE management, may receive up to 4,000,000 additional Class A shares over a five-year period from the business combination.

The SPAC has completed its life cycle, so trust, redemption and deadline data no longer exist for this ticker. What matters now is operating performance: a global government-services business of roughly 20,000 employees that swung to profit in 2020 despite a $187.4 million revenue drag from COVID-19, and that carries real leverage, with 19,999,985 legacy warrants still outstanding from the 2018 SPAC IPO. Treat any post-2020 filing under this CIK as operating-company disclosure rather than shell disclosure.

With the meeting date fixed at February 7, 2020, the redemption window a public holder must act within is finally determinable, which the preliminary version left open. The economics are unchanged and remain a formula rather than a price: aggregate merger consideration of approximately $1.4 billion, moved by a working capital collar of $105,000,000 to $112,500,000, by Shay's closing cash and tax refunds, and reduced by unpaid income taxes, all borrowings under the Existing Credit Agreements, transaction expenses above $5,000,000 and Participation Plan payments.

The aggregate merger consideration is expected to be approximately $1.4 billion, but it is a formula rather than a number: it moves with a working capital collar of $105,000,000 to $112,500,000, with Shay's closing cash and income tax refunds, and it is reduced by accrued unpaid income taxes, by all borrowings under the Existing Credit Agreements, by transaction expenses above $5,000,000 and by amounts owed under the 2016 Participation Plan. The filing fee was computed on a maximum transaction value of $1,552,000,000 at $129.80 per $1,000,000, giving $201,449.60.