NCIT Nci, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Jeffrey Kelly

600 Fifth Avenue

22nd Floor

New York, New York 10020

(212) 506-0500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Robert E. Goedert

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) relating to the tender offer by Cloud Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of Class A common stock, par value $0.019 per share, and Class B common stock, par value $0.019 per share, of NCI, Inc., a Delaware corporation (“NCI”), at a price of $20.00 per share net to the seller in cash, without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated July 17, 2017 (the “Offer to Purchase”), and in the related letter of transmittal.

All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.

Item 11. Additional Information .

Item 11 of the Schedule TO, and the Offer to Purchase, to the extent incorporated by reference therein, are hereby amended and supplemented by adding the following paragraphs as the last two paragraphs of the subsection captioned “General” in Section 16 — “Certain Legal Matters; Regulatory Approvals.” in the Offer to Purchase:

“On July 21, 2017, a purported stockholder of NCI filed a “Complaint for Violation of the Securities Exchange Act of 1934” in the United States District Court for the Eastern District of Virginia, docketed as Colleen Witmer v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, James P. Allen, Paul V. Lombardi, Cindy E. Moran, Austin J. Yerks, Daniel R. Young, H.I.G. Capital, L.L.C., Cloud Intermediate Holdings, LLC, and Cloud Merger Sub, Inc. , Case No. 1:17-CV-00838-LO-JFA (the “Witmer Action”) against NCI and each of its directors, and Purchaser, Parent and H.I.G. Capital, LLC. The Witmer Action purports to be brought individually and on behalf of a purported class of all public stockholders of NCI. The Witmer Action alleges that NCI, the members of the NCI Board and Purchaser, Parent and H.I.G. Capital, L.L.C. violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the transactions contemplated by the Merger Agreement. The Witmer Action also alleges that the members of the NCI Board and Purchaser, Parent and H.I.G. Capital, L.L.C. violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Witmer Action seeks, among other things, an injunction against the consummation of the transactions contemplated by the Merger Agreement and an award of costs for the actions, including reasonable attorneys’ and experts’ fees. The defendants believe that the allegations in the Witmer Action lack merit and intend to vigorously defend against the lawsuit. The foregoing summary of the Witmer Action does not purport to be complete and is qualified in its entirety by reference to the complaint for the Witmer Action, which is filed as an Exhibit to the Schedule TO.

“On July 25, 2017, a purported stockholder of NCI filed a “Class Action Complaint for Violations of Sections 14(d), 14(e), and 20(a) of the Securities Exchange Act of 1934” in the United States District Court for the Eastern District of Virginia, docketed as Deborah A. Nichols v. NCI, Inc., Charles K. Narang, Paul A. Dillahay, Daniel R. Young, Paul V. Lombardi, James P. Allen, Cindy E. Moran and Austin J. Yerks , Case No. 1:17-CV-00839-LO-MSN (the “Nichols Action”) against NCI and each of its directors. The Nichols Action purports to be brought individually and on behalf of a purported class of all public stockholders of NCI. The Nichols Action alleges that NCI and the members of the NCI Board violated Section 14 of the Exchange Act by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the transactions contemplated by the Merger Agreement. The Nichols Action also alleges that the members of the NCI Board violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Nichols Action seeks, among other things, an injunction against the consummation of the transactions contemplated by the Merger Agreement and an award of costs for the actions, including reasonable attorneys’ and experts’ fees. The defendants believe that the allegations in the Nichols Action lack merit and intend to vigorously defend against the lawsuit. The foregoing summary of the Nichols Action does not purport to be complete and is qualified in its entirety by reference to the complaint for the Nichols Action, which is filed as an Exhibit to the Schedule TO.”

2

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 27, 2017

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