UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                                          Filed by a party other than the Registrant  ☐

Check the appropriate box:

CIVITAS SOLUTIONS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JANUARY 22, 2019

313 Congress Street

Boston, MA 02210

Dear Fellow Stockholder:

It is my pleasure to invite you to join us at a special meeting of the stockholders of Civitas Solutions, Inc. (“Civitas,” the “Company,” “we,” “our” or “us”), which will be held on [●], 2019 at [●], Eastern Standard Time at [●] (the “special meeting”).

At the special meeting, holders of our common stock, par value $0.01 per share (the “Civitas common stock”), will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), dated as of December 18, 2018, by and among Celtic Intermediate Corp., a Delaware corporation (“Parent”), Celtic Tier II Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, relating to the proposed acquisition of the Company by Parent. Parent and Merger Sub are affiliates of the private equity investment firm Centerbridge Partners, L.P. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company (the “merger”) with the Company continuing as the surviving corporation as a wholly-owned subsidiary of Parent, and, pursuant to the Merger, each share of Civitas common stock issued and outstanding immediately prior to the effective time of the merger (other than shares of Civitas common stock held by the Company, Parent or Merger Sub and shares of Civitas common stock held by stockholders who are entitled to demand and properly demand appraisal of their shares of Civitas common stock, do not vote in favor of adopting the merger agreement and are entitled to and properly exercise their appraisal rights with respect thereto under Delaware law) will be converted at the effective time of the merger into the right to receive $17.75 in cash and without interest and subject to any applicable withholding taxes.

The Board of Directors of the Company (the “Board”) has unanimously (i) determined that it is in the best interests of Civitas and its stockholders, and declared it advisable, to enter into the merger agreement providing for the merger and to consummate the merger and the other transactions contemplated thereby (the “Transactions”); (ii) approved the execution and delivery of the merger agreement by Civitas, the performance by Civitas of its covenants and other obligations thereunder and the consummation of the Transactions upon the terms and subject to the conditions set forth therein; (iii) directed that the merger agreement be submitted to the Civitas stockholders for adoption; and (iv) resolved to recommend that the Civitas stockholders adopt the merger agreement in accordance with Delaware law. The Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to adopt the merger agreement. At the special meeting, stockholders will also be asked to vote on (i) a proposal to approve, on an advisory and non-binding basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger and (ii) a proposal to approve one or more adjournments of the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement. The Board unanimously recommends that you vote “FOR” each of these proposals.

The enclosed proxy statement describes the merger agreement and the merger and provides specific information concerning the special meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission. We urge you to, and you should, read the entire proxy statement carefully, and its appendices, including the merger agreement, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important regardless of the number of shares of Civitas common stock you own. Whether or not you plan to attend the special meeting, please mark, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone by calling (800) 454-8683 or over the Internet at www.proxyvote.com. The merger cannot be completed unless stockholders holding a majority of the outstanding shares of Civitas common stock entitled to vote thereon affirmatively vote in favor of the proposal to adopt the merger agreement. If you fail to vote “FOR” the adoption of the merger agreement, the effect will be the same as a vote “AGAINST” the adoption of the merger agreement.

While stockholders may exercise their right to vote their shares of Civitas common stock in person, we recognize that many stockholders may not be able to attend the special meeting or may wish to have their shares of Civitas common stock voted by proxy even if they are able to attend. Accordingly, we have enclosed a proxy card that will enable your shares of Civitas common stock to be voted on the matters to be considered at the special meeting regardless of whether you are able to attend. Submitting a proxy will ensure that your shares of Civitas common stock are represented at the special meeting, but will not prevent you from submitting a subsequent proxy to change your voting instructions or from voting your shares of Civitas common stock in person if you subsequently choose to attend the special meeting.

If you hold your shares of Civitas common stock in “street name” through a brokerage firm, bank or other nominee, you should follow the directions provided by your brokerage firm, bank or other nominee regarding how to instruct your brokerage firm, bank or other nominee to vote your shares of Civitas common stock. Without following those instructions or obtaining a legal proxy to vote your shares of Civitas common stock through your brokerage firm, bank or other nominee, your shares of Civitas common stock will not be voted, which will have the same effect as voting against the proposal to adopt the merger agreement.

If you have any questions or need assistance in voting your shares of Civitas common stock, please contact our proxy solicitor, Morrow Sodali, toll free at (800) 662-5200.

Thank you for your continued trust in Civitas and your investment in our business.

Sincerely,

Bruce F. Nardella

Chair, President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2019 and is first being mailed to Civitas stockholders on or about [●], 2019.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED JANUARY 22, 2019

313 Congress Street

Boston, MA 02210

Notice of Special Meeting of Stockholders

The special meeting of stockholders of Civitas Solutions, Inc. (“Civitas” or the “Company”) will be held on [●], 2019 at [●] EST, at [●] (the “special meeting”). Stockholders of record of shares of Civitas common stock at the close of business on [●], 2019 are entitled to vote at the special meeting. You have received these proxy materials because our Board of Directors (the “Board”) is soliciting your proxy to vote your shares of Civitas common stock at the 2019 special meeting of stockholders.

The purposes of the special meeting are:

Our Board has fixed the close of business on [●], 2019 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement of such special meeting (unless the Board fixes a new record date for stockholders entitled to receive notice of, and to vote at, any adjournment or postponement of the special meeting in accordance with the merger agreement and the Company’s amended and restated bylaws). Each stockholder entitled to vote at the special meeting is entitled to one vote for each share of Civitas common stock held by such stockholder on the record date.

The Board has unanimously (i) determined that it is in the best interests of Civitas and its stockholders, and declared it advisable, to enter into the merger agreement providing for the merger and to consummate the merger and the other transactions contemplated thereby (the “Transactions”); (ii) approved the execution and delivery of the merger agreement by Civitas, the performance by Civitas of its covenants and other obligations thereunder and the consummation of the Transactions upon the terms and subject to the conditions set forth therein; (iii) directed that the merger agreement be submitted to the Civitas stockholders for adoption; and (iv) resolved to recommend that the Civitas stockholders adopt the merger agreement in accordance with Delaware law.

The Board unanimously recommends that the Civitas stockholders vote “FOR” the proposal to adopt the merger agreement, “FOR” the advisory and non-binding proposal to approve specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal to approve one or more adjournments of the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

Civitas stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of Civitas common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) if they deliver a demand for appraisal and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex D to the accompanying proxy statement and is incorporated into this proxy statement by reference.

Your vote is important. Whether or not you plan to attend the special meeting in person, please mark, sign, date and return the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone by calling (800) 454-8683 or over the Internet at www.proxyvote.com as promptly as possible to ensure that your shares of Civitas common stock are represented at the special meeting. If you receive more than one proxy because you own shares of Civitas common stock registered in different names or addresses, each proxy should be submitted. If you fail to vote for the adoption of the merger agreement, the effect will be the same as a vote against the adoption of the merger agreement.

If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. You also may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

If you hold your shares of Civitas common stock in “street name,” you should instruct your bank, brokerage firm, trust or other nominee how to vote your shares of Civitas common stock in accordance with the voting instruction form that you will receive from your bank, brokerage firm or other nominee. Your bank, brokerage firm or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions, which would have the same effect as a vote against the proposal to adopt the merger agreement.

YOUR VOTE IS IMPORTANT

Whether or not you are able to attend the special meeting in person, please follow the instructions included on the enclosed proxy card and submit your proxy by telephone by calling (800) 454-8683 or over the Internet at www.proxyvote.com, or mark, sign and date the enclosed proxy card and return it in the postage-paid envelope provided as promptly as practicable. If you have Internet access, the Company encourages you to submit your proxy over the Internet. Submitting a proxy over the Internet, by telephone or by mail will not limit your right to vote in person at the special meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the proposal to adopt the merger agreement, the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the proposal to approve one or more adjournments of the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. If you fail to submit a proxy over the Internet, by telephone or by mail and otherwise fail to attend the special meeting and cast your vote in person, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement and, assuming a quorum is otherwise present, it will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. If you return a properly signed and dated proxy card but do not mark the box showing how you wish to vote, your shares of Civitas common stock will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval of the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

ADDITIONAL INFORMATION

For additional information about the merger, assistance in submitting proxies or voting shares of Civitas common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

470 West Avenue

Stamford CT, 06902

Stockholders Call Toll Free: (800) 662-5200

E-mail: civi@morrowsodali.com

If your brokerage firm, bank or other nominee holds your shares of Civitas common stock in “street name,” you should also contact your brokerage firm, bank or other nominee for additional information.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON [●], 2019.

The proxy statement is available in the “Investor Relations” section of the Company’s website at http://civitas-solutions.com/investor-relations. The information contained on, or accessible through, the Company’s website is not incorporated in, and does not form a part of, the proxy statement or any other report or document filed by or furnished to the Securities and Exchange Commission by the Company.

TABLE OF CONTENTS

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SUMMARY TERM SHEET

The following summary highlights information in this proxy statement related to the merger of Celtic Tier II Corp. with and into Civitas Solutions, Inc. (the “merger”) and may not contain all the information that is important to you. Accordingly, the Company encourages you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of the item in this proxy statement.

In this proxy statement, the terms the “Company”, “Civitas”, and “we” refer to Civitas Solutions, Inc., the term “Parent” refers to Celtic Intermediate Corp., the term “Merger Sub” refers to Celtic Tier II Corp., and the term “merger agreement” refers to the Agreement and Plan of Merger, dated as of December 18, 2018, by and among Parent, Merger Sub and the Company, as such agreement may be amended from time to time.

Parties Involved in the Merger (Page 29)

Civitas Solutions, Inc. Civitas is the leading national provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. Since our founding in 1980, Civitas has evolved from a single residential program to a diversified national network offering an array of quality services in 36 states. Civitas’ common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CIVI.”

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

Celtic Intermediate Corp. Parent was formed on December 14, 2018 solely for the purpose of engaging in the transactions contemplated by the merger agreement (the “Transactions”) and has not engaged in any business activities other than in connection with the Transactions, including arranging of the equity financing in connection with the merger.

Celtic Intermediate Corp.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Celtic Tier II Corp. Merger Sub is a wholly-owned direct subsidiary of Parent, and was formed on December 14, 2018 solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions, including arranging of the equity financing in connection with the merger.

Celtic Tier II Corp.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Parent and Merger Sub are each affiliated with Centerbridge Capital Partners III, L.P. (“CCP III”). In connection with the Transactions, CCP III has (a) committed to capitalize Parent immediately prior to the effective time of the merger with an aggregate equity contribution equal to $430 million to be used by Parent solely to fund the merger consideration pursuant to and in accordance with the merger agreement, as well as the related fees and

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expenses of Parent and (b) delivered a limited guarantee to Civitas (please see the discussion under the caption “The Merger—Financing of the Merger” and “The Merger—Limited Guarantee”).

Centerbridge Capital Partners III, L.P.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Parent, Merger Sub and CCP III are affiliated with Centerbridge Partners, L.P. (“Centerbridge”), a private investment management firm employing a flexible approach across investment disciplines—from private equity to credit and related strategies, and real estate—in an effort to find the most attractive opportunities for its investors and business partners. Centerbridge was founded in 2005 and as of September 2018 had approximately $27 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives.

Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

The Special Meeting (Page 21)

Date, Time and Place. The special meeting of the stockholders of the Company will be held on [●], 2019 starting at [●], Eastern Standard Time, at [●] (the “special meeting”).

Purpose. At the special meeting, holders of common stock, par value $0.01 per share, of the Company (the “Civitas common stock”) will be asked to consider and vote upon (1) a proposal to adopt the merger agreement, (2) a proposal to approve, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger, and (3) a proposal to approve one or more adjournments of the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement. The Company is not currently aware of any other business to come before the special meeting.

Record Date and Quorum. You are entitled to vote at the special meeting if you owned shares of Civitas common stock at the close of business on [●], 2019, the record date for determining the stockholders entitled to notice of and to vote at the special meeting. You will have one vote for each share of Civitas common stock that you owned on the record date. As of [●], 2019 there were [●] shares of Civitas common stock issued and outstanding and entitled to vote. Each share of Civitas common stock is entitled to one vote. A majority of the outstanding shares of Civitas common stock entitled to vote, present in person or represented by proxy, will constitute a quorum for purposes of the special meeting. In the event that a quorum is not present at the special meeting, the special meeting may be postponed or adjourned as necessary pursuant to the terms of the merger agreement and the amended and restated bylaws of the Company to solicit additional proxies.

Voting and Proxies. Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone by calling (800) 454-8683, over the Internet at www.proxyvote.com or by marking, signing, dating and returning the enclosed proxy card by mail. Stockholders of record entitled to vote may also vote in person at the special meeting. If you intend to submit your proxy by telephone or over the Internet, you must do so by 11:59 P.M. Eastern Standard Time on [●], 2019. Even if you plan to attend the special meeting, to ensure that your shares of Civitas common stock are voted, please submit a proxy to vote your shares of Civitas common stock by marking, signing, dating and returning the enclosed proxy card or by using the telephone number printed on your proxy card or by using the Internet voting instructions printed on your proxy card.

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If you submit your proxy but do not indicate how you wish your shares of Civitas common stock to be voted, your shares of Civitas common stock will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the proposal to approve the advisory and non-binding proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and “FOR” the adjournment proposal.

If any of your shares of Civitas common stock are held in “street name,” you should instruct your brokerage firm, bank or other nominee on how to vote such shares of Civitas common stock by following the instructions provided by your brokerage firm, bank or other nominee. If any of your shares of Civitas common stock are held in “street name,” you must obtain a legal proxy from such nominee in order to vote such shares of Civitas common stock in person at the special meeting. If you fail to provide your nominee with instructions on how to vote your shares of Civitas common stock held in “street name,” your nominee will not be able to vote such shares of Civitas common stock at the special meeting.

Vote Required. The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Civitas common stock entitled to vote thereon. If you abstain from voting, fail to submit a proxy over the Internet, by telephone or by mail and also fail to attend the special meeting and cast your vote in person, or, with respect to shares of Civitas common stock you hold in “street name,” fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval of the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and, if a quorum is present, the approval of the proposal to adjourn the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement, require the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. If a quorum is not present, the approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote at the meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote “AGAINST” the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the proposal to adjourn the special meeting. If you fail to submit a proxy over the Internet, by telephone or by mail and also fail to attend the special meeting and vote in person, or fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting, assuming a quorum is present.

A list of the Civitas stockholders entitled to vote at the special meeting will be available for inspection at the special meeting and at 313 Congress Street, 6th Floor, Boston, Massachusetts 02210 during ordinary business hours, for ten days prior to the special meeting.

Concurrently with the execution and delivery of the merger agreement, certain affiliates of Vestar Capital Partners LLC (the “Vestar Stockholders”), which collectively held approximately 54% of the outstanding shares of Civitas common stock (the “Vestar Securities”) as of December 17, 2018, delivered to Parent and Merger Sub a voting agreement (the “Voting Agreement”), pursuant to which the Vestar Stockholders agreed, among other things, to vote their shares of Civitas common stock in favor of the adoption of the merger agreement and to grant an irrevocable proxy to Parent with respect thereto. The Vestar Stockholders held approximately [●]% of the outstanding shares of Civitas common stock as of the record date. See “The Merger—Voting Agreement,” beginning on page 67 of this proxy statement, for additional information. A copy of the Voting Agreement is attached hereto as Annex B.

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Revocability of Proxy. Any holder of record of shares of Civitas common stock may revoke his, her or its proxy at any time before it is voted at the special meeting by any of the following actions:

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

(617) 790-4800

Attn: Corporate Secretary

If you are a “street name” holder of shares of Civitas common stock, you may change your voting instructions by submitting new voting instructions to your brokerage firm, bank or other nominee in accordance with the instructions provided by your brokerage firm, bank or other nominee. You must contact your nominee to obtain instructions as to how to change or revoke your prior voting instructions.

The Merger (Page 31)

The merger agreement provides that at the effective time of the merger (the “effective time”), Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation (the “Surviving Corporation”) in the merger as a wholly-owned subsidiary of Parent (as described under “The Merger Agreement—The Merger”).

If the merger is completed, each share of Civitas common stock issued and outstanding immediately prior to the effective time (other than (i) shares of Civitas common stock owned by the Company (excluding any shares of Civitas common stock owned by any subsidiary of the Company, which will remain outstanding), Parent or Merger Sub and (ii) shares as to which appraisal rights have been properly demanded and perfected in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will be automatically cancelled and converted into the right to receive $17.75 in cash, without interest and subject to any applicable withholding taxes (such amount, the “merger consideration”).

The merger consideration of $17.75 per share of Civitas common stock to be received by Civitas stockholders represents:

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The closing sale price of a share of Civitas common stock on the NYSE on [●], 2019 was $[●]. You are encouraged to obtain current market quotations for a share of Civitas common stock in connection with voting your shares of Civitas common stock.

Upon completion of the merger, shares of Civitas common stock will no longer be listed on any stock exchange or quotation system and will only represent the right to receive the per share merger consideration (or if you are entitled to and have properly demanded appraisal of your shares of Civitas common stock in accordance with Section 262 of the DGCL, the fair value of your shares of Civitas common stock, together with interest, if any, on the amount determined to be the fair value, subject to Section 262 of the DGCL, as determined by the Delaware Court of Chancery). You will not own any shares of the Surviving Corporation. A copy of the merger agreement is attached as Annex A to this proxy statement. Please read it carefully and in its entirety.

Recommendation of the Civitas Board of Directors (Page 42)

The Board of Directors of Civitas (the “Board”) unanimously (i) determined that it is in the best interests of Civitas and its stockholders, and declared it advisable, to enter into the merger agreement providing for the merger and to consummate the merger and the other transactions contemplated thereby (the “Transactions”) ; (ii) approved the execution and delivery of the merger agreement by Civitas, the performance by Civitas of its covenants and other obligations thereunder and the consummation of the Transactions upon the terms and subject to the conditions set forth therein; (iii) directed that the merger agreement be submitted to the Civitas stockholders for adoption; and (iv) resolved to recommend that the Civitas stockholders adopt the merger agreement in accordance with Delaware law. Accordingly, the Board unanimously recommends that holders of shares of Civitas common stock vote “FOR” the proposal to adopt the merger agreement at the special meeting.

For the factors considered by the Board in reaching its decision to approve and recommend the merger agreement, see “The Merger—Reasons for the Merger” beginning on page 42 of this proxy statement.

The Board also unanimously recommends that holders of shares of Civitas common stock vote “FOR” the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

Opinion of the Company’s Financial Advisor (Page 47 and Annex C)

Civitas engaged Barclays Capital Inc. (“Barclays”) to act as its financial advisor with respect to pursuing strategic alternatives for Civitas, including a possible sale of Civitas. On December 18, 2018, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be offered to the stockholders of Civitas (other than holders of Owned Company Shares (as defined in the merger agreement)) in the proposed transaction is fair, from a financial point of view, to such stockholders.

The full text of Barclays’ written opinion, dated as of December 18, 2018, is attached as Annex C to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety. The summary of Barclays’ opinion beginning on page 47 of this proxy is qualified in its entirety by reference to the full text of the opinion.

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Conditions to the Merger (Page 87)

The respective obligation of each party to effect the merger is subject to the satisfaction or waiver on or prior to the effective time of certain conditions, including, among other conditions, the following:

Non-Solicitation; Superior Proposals; Civitas Board Recommendation (Page 79)

The merger agreement prohibits the Company from (a) soliciting, initiating or knowingly encouraging any inquiry or proposal that constitutes or could reasonably be expected to lead to an acquisition proposal and (b) generally participating in discussions or negotiations relating to acquisition proposals with third parties. However, the Company is permitted to engage in negotiations with a third party making an unsolicited acquisition proposal if such proposal was not the result of a breach of the non-solicitation provisions of the merger agreement and the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that such proposal constitutes, or would be reasonably expected to lead to, a Superior Proposal (as defined under “The Merger Agreement—Superior Proposals”) and the failure to engage in negotiations with such third party would be inconsistent with the Board’s fiduciary duties.

In addition, the Board generally is not permitted under the merger agreement to change its recommendation in favor of the adoption of the merger agreement. However, in certain circumstances, the Board is permitted to make a board recommendation change (as defined under “The Merger Agreement—Civitas Board Recommendation”) in response to certain unforeseen, intervening events or to accept a Superior Proposal if, in either case, the Board determines in good faith that the failure to do so would be inconsistent with its fiduciary duties and has negotiated in good faith with Parent for a period of five business days to make adjustments to the merger agreement so as to obviate the need to effect a board recommendation change.

Termination of the Merger Agreement (Page 88)

The Company and Parent may terminate the merger agreement by mutual written consent at any time before the closing date. In addition, either Parent or the Company may terminate the merger agreement at any time before the closing date if:

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Parent may also terminate the merger agreement if:

The Company may also terminate the merger agreement if:

Termination Fees and Expenses (Page 89)

The Company has agreed to pay Parent $20 million in cash upon the termination of the merger agreement under certain circumstances. Parent has agreed to pay the Company $40 million in cash upon the termination of the merger agreement under certain circumstances.

Except as expressly set forth in the merger agreement, all fees and expenses incurred in connection with the merger agreement, the merger and the other Transactions will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.

Financing of the Merger (Page 66)

On December 18, 2018, Parent entered into an equity commitment letter with CCP III, pursuant to which CCP III has committed to, directly or indirectly, invest and contribute to Parent immediately prior to the effective time of

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the merger with an aggregate equity contribution equal to $430 million in cash (the “equity financing”). The equity financing will be used by Parent solely to fund the merger consideration payable to the stockholders of the Company and holders of Civitas equity awards pursuant to and in accordance with the merger agreement at the closing of the merger, together with related fees and expenses of Parent. The obligation of CCP III to make the equity financing is subject to the satisfaction or waiver, prior to or contemporaneously with the closing of the merger, of the following conditions: (a) the satisfaction at the closing of the merger of all conditions precedent to the obligations of Parent to consummate the transactions contemplated by the merger agreement, (b) the debt financing has been funded (or will be concurrently funded if the equity financing is funded by CCP III) as provided in the merger agreement, and (c) the contemporaneous consummation of the merger. The equity commitment letter provides, among other things, that the Company is an express third party beneficiary thereof with the right to cause Parent to enforce CCP III’s obligation to fund the equity financing, subject to the terms of the equity commitment letter and the merger agreement. The equity commitment letter provides that it may be amended or waived in writing by CCP III and Parent, provided that any amendment, waiver or modification that is adverse to the Company’s express rights in the equity commitment letter shall require the prior written consent of the Company.

Goldman Sachs Bank USA, UBS AG, Stamford Branch, RBC Capital Markets LLC, KeyBank National Association, Fifth Third Bank and Bank of Montreal, together with certain of their respective affiliates, have agreed to provide Parent, directly or indirectly, with debt financing in an aggregate principal amount sufficient, together with the equity financing, to make the payments and pay the expenses in order to consummate the merger and as otherwise provided in the merger agreement. The obligations of the lenders to provide debt financing under the debt commitment letter is subject to customary terms and conditions.

Limited Guarantee (Page 67)

In connection with the entry into the merger agreement, on December 18, 2018, CCP III executed and delivered to the Company a limited guarantee (the “limited guarantee”), pursuant to which CCP III has agreed to guarantee the performance and discharge of the payment of the Parent termination fee of $40 million, if required to be paid under the terms of the merger agreement, and certain costs and expenses associated therewith and certain other reimbursement obligations, with a maximum liability that cannot exceed $45 million.

Regulatory Matters (Page 68)

Under the merger agreement, the merger cannot be completed until, among other things, the applicable waiting period under the HSR Act has expired or been terminated.

Material U.S. Federal Income Tax Consequences of the Merger (Page 68)

The receipt of cash in exchange for shares of Civitas common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. Stockholders will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the shares of Civitas common stock surrendered. Civitas stockholders who are U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement) will generally be subject to U.S. federal income tax on any gain recognized in connection with the merger. Civitas stockholders who are Non-U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement) will not generally be subject to U.S. federal income tax on any gain recognized in connection with the merger unless the stockholder has certain connections to the United States. The tax consequences of the merger to Civitas stockholders will depend upon their particular circumstances. Civitas stockholders should consult their own tax advisors to determine the tax consequences of the merger to them, as well as tax consequences arising under the laws of any state, local or foreign jurisdiction.

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Appraisal Rights (Page 92)

Under Delaware law, if the merger is completed, Civitas stockholders who do not vote in favor of adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of Civitas common stock as determined by the Delaware Court of Chancery, but only if they submit a written demand for such an appraisal prior to the vote on the merger agreement, perfect their appraisal rights by complying with all of the required Delaware law procedures, which are summarized in this proxy statement, and are entitled to maintain a judicial proceeding for appraisal under Section 262 of the DGCL. Section 262 of the DGCL is attached as Annex D to this proxy statement. Please read it carefully and in its entirety.

Civitas Equity Awards (Page 59)

Civitas equity awards outstanding immediately prior to the effective time will generally be subject to the following treatment in accordance with the merger agreement and as permitted under the Civitas 2014 Omnibus Incentive Plan (the “company equity plan”), unless otherwise agreed to by the parties:

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Holders of Civitas equity awards at the effective time will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

Interests of the Company’s Directors and Executive Officers in the Merger (Page 58)

In considering the recommendation of the Board with respect to the merger agreement and the merger, you should be aware that the Company’s executive officers and directors have economic interests in the merger that are different from, or in addition to, those of Civitas stockholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in reaching its determination that the Transactions are fair to, and in the best interests of, the Company and its stockholders, and its decision to approve and declare advisable the merger agreement and the merger. These material interests are summarized below:

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the merger agreement, the merger and the special meeting. These questions and answers may not address all questions that may be important to you as a holder of shares of Civitas common stock. For important additional information, please refer to the more detailed discussion contained elsewhere or incorporated by reference into this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

Q: Why am I receiving these proxy materials?

A: You are receiving this proxy statement and proxy card in connection with the solicitation of proxies by the Board because you were a stockholder of Civitas as of [●], 2019, the record date for the special meeting which is being held in connection with the proposed merger. To complete the merger, Civitas stockholders holding a majority of the outstanding shares of Civitas common stock as of the record date must vote to adopt the merger agreement. A copy of the merger agreement is attached to this proxy statement as Annex A. The Company will submit the merger agreement to its stockholders for adoption at the special meeting described in this proxy statement. For more information, read the section entitled “The Special Meeting” beginning on page 21 of this proxy statement.

You are also being asked to vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the proposal to approve one or more adjournments of the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement and the special meeting and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares of Civitas common stock without attending the special meeting and to ensure that your shares of Civitas common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, we encourage you to submit a proxy as soon as possible.

Q: What is the proposed transaction?

A: The proposed transaction is the acquisition of the Company by Parent pursuant to the merger agreement. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, subject to the terms and conditions of the merger agreement, Merger Sub, a wholly-owned subsidiary of Parent, will be merged with and into the Company. The Company will be the Surviving Corporation in the merger and will continue as a wholly-owned subsidiary of Parent.

Q: What will happen to the Company generally as a result of the merger?

A: If the merger is completed, the Company will cease to be an independent public company and will be wholly-owned by Parent. As a result, you will no longer have any ownership interest in the Company. Upon completion of the merger, shares of Civitas common stock will no longer be listed on any stock exchange or quotation system, including the NYSE. In addition, following the completion of the merger, the registration of Civitas common stock and the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be terminated.

Q: What will happen to my shares of Civitas common stock as a result of the merger?

A: If the merger is completed, each share of Civitas common stock that you hold immediately prior to the effective time will be cancelled and converted into the right to receive $17.75 in cash, without interest and

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subject to any applicable withholding taxes. This does not apply to shares of Civitas common stock held by any Civitas stockholders who are entitled to and who have properly demanded and perfected their appraisal rights in accordance with Section 262 of the DGCL as more fully described in the section entitled “Appraisal Rights” beginning on page 92 of this proxy statement.

Q: How does the merger consideration compare to the market price of Civitas common stock?

A: The merger consideration of $17.75 per share to be received by Civitas stockholders represents:

The closing sale price of a share of Civitas common stock on NYSE on [●], 2019 was $[●]. You are encouraged to obtain current market quotations for a share of Civitas common stock in connection with voting your shares of Civitas common stock.

Q: When is the merger expected to be completed?

A: We currently expect the merger to be completed by the end of our second fiscal quarter of 2019. However, the merger is subject to various closing conditions, including Civitas stockholder and regulatory approvals, and it is possible that the failure to timely meet these closing conditions or other factors outside of the Company’s control could delay the completion of the merger. The Company cannot assure you that it will complete the merger on this schedule or at all.

Q: When and where will the special meeting be held?

A: The special meeting will be held on [●], 2019 starting at [●], Eastern Standard Time, at [●].

Q: What are the proposals that will be voted on at the special meeting?

A: You will be asked to consider and vote on (1) a proposal to adopt the merger agreement, (2) a proposal to approve, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger and (3) a proposal to approve one or more adjournments of the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement.

Q: How does the Board recommend that I vote on the proposals?

A: The Board unanimously determined that the Transactions are in the best interests of the Company and its stockholders and approved and declared advisable the merger and the merger agreement. Thus, the Board unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement. For more information, read the section entitled “The Merger—Recommendation of the Civitas Board of Directors” beginning on page 42 of this proxy statement. The Board also unanimously recommends that you vote “FOR” the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

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Q: What happens if the merger is not completed for any reason?

A: If the merger is not completed for any reason, Civitas stockholders will not receive any payment for their shares of Civitas common stock in connection with the merger. Instead, the Company will remain a stand-alone public company, and shares of Civitas common stock will continue to be listed and traded on the NYSE. Under specified circumstances, the Company may be required to pay Parent a termination fee, as described under “The Merger Agreement—Termination Fees and Expenses” beginning on page 89 of this proxy statement.

Q: What will happen if stockholders do not approve the advisory and non-binding proposal on executive compensation that may become payable to the Company’s named executive officers in connection with the merger?

A: The approval of the advisory and non-binding proposal on executive compensation that may become payable to the Company’s named executive officers in connection with the merger is not a condition to the completion of the merger. The vote on this proposal is an advisory vote and will not be binding on the Company or Parent. If the merger agreement is approved by the stockholders and completed, the merger-related compensation may be paid to the Company’s named executive officers even if stockholders do not approve this proposal.

Q: Who is entitled to attend and vote at the special meeting?

A: The record date for the special meeting is [●], 2019. If you are the record owner of shares of Civitas common stock as of the close of business on the record date, you are entitled to notice of, and to vote at, the special meeting or any adjournment of the special meeting. As of the record date, there were approximately [●] shares of Civitas common stock issued and outstanding held collectively by approximately [●] stockholders of record. If you hold your shares of Civitas common stock in “street name” you must obtain and present a proxy from your brokerage firm, bank or other nominee in order to attend and vote your shares of Civitas common stock in person at the special meeting.

Q: What is the vote required to adopt the merger agreement?

A: Under Delaware law, stockholders holding a majority of the outstanding shares of Civitas common stock entitled to vote thereon must affirmatively vote “FOR” the proposal to adopt the merger agreement.

Q: Are there any stockholders who have already committed to vote in favor of the merger?

A: Yes. The Vestar Stockholders, which held approximately [●]% of the outstanding shares of Civitas common stock as of the record date, executed the Voting Agreement with Parent and Merger Sub, pursuant to which they agreed, among other things and subject to certain limitations, to vote the Vestar Securities in favor of the merger and the adoption of the merger agreement and to grant an irrevocable proxy to Parent with respect thereto. See “The Merger—Voting Agreement,” on page 67, for additional information.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed by the Company for the special meeting. For the proposal to adopt the merger agreement, you may vote “FOR”, “AGAINST” or “ABSTAIN.” If you abstain from voting, fail to submit a proxy, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement.

The approval of the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and, if a quorum is present, the approval of the proposal to adjourn the special meeting if necessary and to the extent permitted by the merger agreement,

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to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement, require the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. If a quorum is not present, the approval of the proposal to adjourn the stockholders meeting requires the affirmative vote of the holders of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote at the meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the proposal to adjourn the special meeting. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting.

Q: What is a quorum?

A: A quorum will be present if holders of a majority of the shares of Civitas common stock outstanding and entitled to vote are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained in accordance with the merger agreement and the Company’s amended and restated bylaws.

If you mark, sign, date and return a proxy card (or otherwise properly submit a proxy over the Internet or by telephone) but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares of Civitas common stock will be counted for purpose of determining whether a quorum is present at the special meeting.

If your shares of Civitas common stock are held in “street name” by your brokerage firm, bank or other nominee and you do not obtain a proxy from your broker or other nominee and attend the special meeting in person or do not instruct the nominee how to vote your shares of Civitas common stock, these shares of Civitas common stock will not be voted at the special meeting, nor will they be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement, including the annexes and the other documents referred to in this proxy statement, please vote your shares of Civitas common stock as described below. You have one vote for each share of Civitas common stock you own as of the record date.

Q: How do I vote if I am a stockholder of record?

A: You may:

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If you are submitting a proxy by telephone or over the Internet, your voting instructions must be received by 11:59 p.m. Eastern Standard Time on [●], 2019.

Submitting a proxy by telephone over the Internet, or by mail will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by telephone, over the Internet or by mail even if you plan to attend the special meeting in person, to ensure that your shares of Civitas common stock are represented at the special meeting.

If you return a properly signed and dated proxy card but do not mark the box showing how you wish to have your shares of Civitas common stock voted, your shares of Civitas common stock will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval of the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. With respect to any other matter that properly comes before the special meeting, shares of Civitas common stock represented by proxies received by the Company will be voted with respect to such matter in accordance with the judgment of the persons named in the proxies.

Q: How do I vote if my shares of Civitas common stock are held by my brokerage firm, bank or other nominee?

A: If your shares of Civitas common stock are held in a brokerage account or by another nominee, such as a bank or trust, then the brokerage firm, bank or other nominee is considered to be the stockholder of record with respect to those shares of Civitas common stock. However, you still are considered to be the beneficial owner of those shares of Civitas common stock, with your shares of Civitas common stock being held in “street name.” “Street name” holders cannot vote their shares of Civitas common stock directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares of Civitas common stock. Your brokerage firm, bank or other nominee will only be permitted to vote your shares of Civitas common stock for you at the special meeting if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your brokerage firm, bank or other nominee regarding how to instruct it to vote your shares of Civitas common stock. If you wish to vote your shares of Civitas common stock held in “street name” in person at the special meeting, you must obtain, and present at the special meeting, a proxy from your brokerage firm, bank or other nominee authorizing you to vote such shares of Civitas common stock at the special meeting. Failure to obtain a proxy from your brokerage firm, bank or other nominee authorizing you to vote at the special meeting and to instruct your brokerage firm, bank or other nominee how to vote your shares of Civitas common stock will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement but will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

In addition, because any shares of Civitas common stock you may hold in “street name” will be deemed to be held by a different stockholder than any shares of Civitas common stock you hold of record, shares of Civitas common stock held in “street name” will not be combined for voting purposes with shares of Civitas common stock you hold of record. To be sure your shares of Civitas common stock are represented and voted at the special meeting, you should instruct your brokerage firm, bank or other nominee on how to vote your shares of Civitas common stock held in “street name.”

Q: What does it mean if I receive more than one proxy?

A: If you receive more than one proxy, it means that you hold shares of Civitas common stock that are registered in more than one account. For example, if you own your shares of Civitas common stock in various registered

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forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to mark, sign, date and return, a separate proxy card for those shares of Civitas common stock because they are held in a different form of record ownership. Therefore, to ensure that all of your shares of Civitas common stock are voted, you will need to mark, sign, date and return each proxy card you receive or submit a proxy by telephone or over the Internet for each proxy card you receive by using the different control number(s) on each proxy card.

Q: May I change my vote or revoke my proxy after I have delivered my proxy?

A: Yes. If you are a stockholder of record of shares of Civitas common stock, you have the right to change or revoke your proxy before the vote is taken at the special meeting:

Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

(617) 790-4800

Attn: Corporate Secretary

If you are a “street name” holder of shares of Civitas common stock, you should contact your brokerage firm, bank or other nominee to obtain instructions as to how to change or revoke your voting instructions.

Q: What are the material U.S. federal income tax consequences of the merger to me?

A: The receipt of cash in exchange for shares of Civitas common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You will generally recognize gain or loss equal to the difference, if any, between the amount of cash you receive and the adjusted tax basis of your shares of Civitas common stock. If you are a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 69 of this proxy statement), you will generally be subject to U.S. federal income tax on any gain recognized in connection with the merger. If you are a Non-U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 69 of this proxy statement), you will generally not be subject to U.S. federal income tax on any gain recognized in connection with the merger unless you have certain connections to the United States. Under certain circumstances, the Company may be required to withhold a portion of your merger consideration under applicable tax laws. The tax consequences of the merger to you will depend on your particular circumstances, including but not limited to the application of federal non-income, state, local and non-U.S. tax laws. You should consult your own tax advisors to determine how the merger will affect you. For a more detailed summary of the tax consequences of the merger, see “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page 68 of this proxy statement.

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Q: Am I entitled to appraisal rights?

A: If the merger is completed, Civitas stockholders who hold their shares of Civitas common stock of record and who do not vote in favor of the adoption of the merger agreement at the special meeting and who also hold their shares of Civitas common stock through the effective date of the merger will have the right to seek appraisal of the fair value of their shares of Civitas common stock, as determined by the Delaware Court of Chancery, together with interest, if any, on the amount determined to be the fair value, subject to the conditions set forth in Section 262 of the DGCL, but only if such Civitas stockholders submit a written demand for such an appraisal prior to the vote on the merger agreement at the special meeting and otherwise comply with all of the procedures set forth in Section 262 of the DGCL necessary to properly perfect appraisal rights under Delaware law, as described in the section entitled “Appraisal Rights” beginning on page 92 of this proxy statement. A copy of the full text of Section 262 of the DGCL is included as Annex D to this proxy statement. Failure to strictly comply with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Q: Should I send in my stock certificates or other evidence of ownership now?

A: No. If the merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Civitas common stock for the merger consideration. If your shares of Civitas common stock are held in “street name” by your brokerage firm, bank or other nominee, you will receive instructions from your brokerage firm, bank or other nominee as to how to effect the surrender of your “street name” shares of Civitas common stock in exchange for the merger consideration. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES AT THIS TIME.

Q: What happens if I sell my shares of Civitas common stock before the special meeting?

A: The record date for stockholders entitled to vote at the special meeting is earlier than the date of the special meeting and the expected closing date of the merger. If you transfer your shares of Civitas common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transferred your shares of Civitas common stock.

In addition, if you sell your shares of Civitas common stock prior to the special meeting or prior to the effective time, you will not be eligible to exercise appraisal rights with respect to those shares of Civitas common stock in respect of the merger. For a more detailed discussion of appraisal rights and the requirements for perfecting your appraisal rights, see “Appraisal Rights” beginning on page 92 and Annex D of this proxy statement.

Q: What is householding and how does it affect me?

A: The Securities and Exchange Commission (the “SEC”) permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable stockholder provides advance notice and follows certain procedures.

In such cases, each stockholder continues to receive a separate notice of the special meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of shares of Civitas common stock held through such firms. If your family has multiple accounts holding shares of Civitas common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies. See “Householding” on page 100 of this proxy statement.

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Q: Who can answer further questions?

A: For additional questions about the merger, assistance in submitting proxies or voting shares of Civitas common stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

470 West Avenue

Stamford CT, 06902

Stockholders Call Toll Free: (800) 662-5200

E-mail: civi@morrowsodali.com

If your brokerage firm, bank or other nominee holds your shares of Civitas common stock in “street name,” you should also call your brokerage firm, bank or other nominee for additional information.

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CAUTIONARY FACTORS REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference in this proxy statement, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this proxy statement are forward-looking statements. Forward-looking statements discuss the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may be preceded by, followed by or include the words “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “outlook,” “plan,” “potential,” “project,” “projection,” “propose,” “seek,” “can,” “could,” “may,” “should,” “would,” “will,” the negatives thereof and other words and terms of similar meaning.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions; they are not guarantees of performance. You should not place undue reliance on these statements. The Company has based these forward-looking statements on its current expectations and projections about future events. Although the Company believes that its assumptions made in connection with the forward-looking statements are reasonable, it cannot assure you that the assumptions and expectations will prove to be correct; and no assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. You should understand that the following important factors, in addition to those discussed in the Company’s filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 and matters described or incorporated by reference in this proxy statement, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in its forward-looking statements:

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All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. In addition, all forward-looking statements speak only as of the date of this report. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise other than as required under the federal securities laws.

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to Civitas stockholders as part of the solicitation of proxies by the Company’s officers, directors and employees for use at the special meeting to be held on [●], 2019 starting at [●], Eastern Standard Time, at [●], or at any adjournment or postponement thereof. The purpose of the special meeting is for Civitas stockholders to consider and vote on the following:

Civitas stockholders must adopt the merger agreement in order for the merger to occur. A copy of the merger agreement is attached to this proxy statement as Annex A. You are urged to read the merger agreement carefully and in its entirety.

Record Date and Quorum

Our Board has fixed the close of business on [●], 2019 as the record date for the purpose of determining the stockholders who are entitled to receive notice of and to vote at the special meeting. Only holders of record of shares of Civitas common stock on the record date are entitled to receive notice of, and to vote at, the special meeting and at any adjournment or postponement of that meeting (unless the Board fixes a new record date for stockholders entitled to receive notice of, and to vote at, any adjournment or postponement of the special meeting in accordance with the merger agreement and the bylaws of the Company). As of the record date, there were [●] shares of Civitas common stock outstanding and entitled to vote and [●] record holders of shares of Civitas common stock. Each share of Civitas common stock entitles its holder to one vote on all matters properly coming before the special meeting.

A majority of the outstanding shares of Civitas common stock entitled to vote, present in person or represented by proxy, constitutes a quorum for the purpose of considering the proposals. Shares of Civitas common stock held by stockholders present in person or represented by proxy at the special meeting but not voted, including shares of Civitas common stock for which proxies have been duly executed, dated and received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. If a quorum fails to attend the special meeting, the presiding officer may adjourn the special meeting. See “—Adjournments” below.

Vote Required for Approval

You may vote “FOR” or “AGAINST”, or you may “ABSTAIN” from voting on, each proposal to be considered and voted on at the special meeting.

Consummation of the merger requires the adoption of the merger agreement by the affirmative vote of stockholders holding a majority of the issued and outstanding shares of Civitas common stock entitled to vote thereon. Therefore, if you abstain or fail to submit a proxy by telephone, over the Internet or by mail and otherwise fail to attend the special meeting and cast your vote on the proposal to adopt the merger agreement, or, with respect to shares of Civitas common stock you hold in “street name,” if you fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote against the adoption of the merger agreement.

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The approval of the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and, if a quorum is present, the approval of the proposal to adjourn the special meeting if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement, require the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter. If a quorum is not present, the approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote at the meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the advisory and non-binding proposal on specified compensation payable to the Company’s named executive officers in connection with the merger and the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of Civitas common stock “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement.

Voting Agreement

Concurrently with the execution and delivery of the merger agreement, the Vestar Stockholders, which collectively held approximately [●]% of the outstanding shares of Civitas common stock as of the record date, delivered to Parent and Merger Sub the Voting Agreement, pursuant to which the Vestar Stockholders agreed to vote the Vestar Securities in favor of the approval of the merger agreement. The shares held by the Vestar Stockholders constitute a majority of the outstanding shares of Civitas common stock and are sufficient to approve the adoption of the merger agreement and the other proposals described in this proxy statement. The form of the Voting Agreement is attached to this proxy statement as Annex B. See “The Merger—Voting Agreement” beginning on page 67 of this proxy.

Voting and Proxies

Holders of record of shares of Civitas common stock may vote their shares of Civitas common stock by attending the special meeting and voting their shares of Civitas common stock in person. Alternatively, you may have your shares of Civitas common stock voted in one of the following three ways, whether or not you plan to attend the special meeting:

If you are submitting a proxy by telephone or over the Internet, your voting instructions must be received by 11:59 p.m. Eastern Standard Time on [●], 2019.

Submitting a proxy by telephone, over the Internet or by mail will not prevent you from voting in person at the special meeting. You are encouraged to submit a proxy by telephone, over the Internet or by mail, even if you plan to attend the special meeting, to ensure that your shares of Civitas common stock are represented at the special meeting.

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All shares of Civitas common stock represented by properly signed and dated proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holder. If you return a properly signed and dated proxy card but do not mark the boxes showing how you wish to vote, your shares of Civitas common stock will be voted “FOR” the proposal to adopt the merger agreement, “FOR” the approval on an advisory and non-binding basis, of specified compensation that may become payable to the Company’s named executive officers in connection with the merger and “FOR” the approval of the proposal to adjourn the special meeting to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. With respect to any other matter that properly comes before the stockholders meeting, all shares of Civitas common stock represented by proxies received by the Company will be voted with respect to such matter in accordance with the judgment of the persons named as in the proxies.

If your shares of Civitas common stock are held in “street name,” you will receive instructions from your brokerage firm, bank or other nominee that you must follow in order to have your shares of Civitas common stock voted. If you have not received such voting instructions or require further information regarding such voting instructions, contact your brokerage firm, bank or other nominee, as the case may be. Brokers who hold shares of Civitas common stock in “street name” for a beneficial owner of those shares of Civitas common stock typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to vote with respect to the approval of matters that are “non-routine,” such as adoption of the merger agreement, without specific instructions from the beneficial owner. Broker non-votes, with respect to any proposal, are shares of Civitas common stock held by a broker or other nominee present in person or represented at a meeting at which at least one “routine” proposal is presented, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares of Civitas common stock to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because all proposals for the special meeting are non-routine and non-discretionary, the Company anticipates that there will not be any broker non-votes in connection with any proposal. If your broker or other nominee holds your shares of Civitas common stock in “street name,” your broker or other nominee will vote your shares of Civitas common stock only if you provide instructions on how to vote. If your broker or other nominee holds your shares of Civitas common stock in “street name” and you do not obtain a proxy from your broker or other nominee to vote such shares of Civitas common stock at the special meeting and do not provide your broker or other nominee instructions on how to vote your shares of Civitas common stock, your shares of Civitas common stock will not count toward the determination of a quorum and this will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger or the proposal to adjourn the special meeting. Please follow the directions on the voting instruction form sent to you by your brokerage firm, bank or other nominee with this proxy statement.

Revocation of Proxies

Proxies received by the Company before the vote being taken at the special meeting, which have not been revoked or superseded before being voted, will be voted at the special meeting. If you are a stockholder of record of shares of Civitas common stock, you have the right to change or revoke your proxy before the vote is taken at the special meeting by taking any of the following actions:

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Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

(617) 790-4800

Attn: Corporate Secretary

If you are a “street name” holder of shares of Civitas common stock, you may change your voting instructions by submitting new voting instructions to your brokerage firm, bank or other nominee in accordance with the instructions provided by your brokerage firm, bank or other nominee. You must contact your nominee to obtain instructions as to how to change or revoke your prior voting instructions.

Adjournments

The Company is submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting, if necessary and to the extent permitted by the merger agreement, if at the time of the special meeting the Company has not received proxies representing a sufficient number of votes to adopt the merger agreement. Even though a quorum may be present at the special meeting, it is possible that the Company may not have received proxies representing a sufficient number of votes to adopt the merger agreement by the time of the special meeting. In that event, the Company would expect to adjourn the special meeting in order to solicit additional proxies. The Company does not currently expect to adjourn the special meeting because the votes required to be cast by the Vestar Stockholders pursuant to the Voting Agreement are sufficient to approve the merger agreement. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. Any other adjournment of the special meeting, to the extent permitted by the merger agreement, including an adjournment required because of the absence of a quorum, would be voted upon pursuant to the discretionary authority granted by the proxies and by those present in person at the special meeting. Civitas retains full authority to the extent set forth in its amended and restated bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any Civitas stockholder.

The approval of the proposal to approve one or more adjournments of the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement, requires, if a quorum is present, the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter and, if a quorum is not present, the affirmative vote of the holders of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote at the special meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the proposal to adjourn the special meeting. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the proposal to adjourn the special meeting.

The Board unanimously recommends that you vote “FOR” the adjournment proposal. Properly executed proxies will be voted “FOR” the adjournment proposal, unless otherwise noted on the proxies. If the special meeting is adjourned and the time and place of the reconvened meeting are announced at the meeting at which the adjournment is taken, the Company is not required to give notice of the time and place of the adjourned meeting

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unless the adjournment is for more than 30 days or the Board fixes a new record date for determining stockholders entitled to receive notice of, or to vote at, the adjourned special meeting.

Solicitation of Proxies

The Board is soliciting your proxy, and the Company will bear the cost of soliciting proxies. The Company’s directors, officers and employees may solicit proxies on its behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. The Company has also retained Morrow Sodali to assist in the solicitation of proxies at a fee estimated to be $10,000, plus reasonable expenses. The Company will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of Civitas common stock that the brokers and fiduciaries hold of record. Upon request, the Company will reimburse them for their reasonable out-of-pocket expenses. The Company will pay all expenses of filing, printing and mailing this proxy statement, including solicitation expenses. The Company has also agreed to indemnify Morrow Sodali against liabilities arising out of or relating to the rendering of services by Morrow Sodali in connection with its proxy solicitation services.

Stockholder List

A list of Civitas stockholders entitled to vote at the special meeting will be available for inspection at the Company’s principal executive offices located at 313 Congress Street, 6th Floor, Boston, MA 02210 at least ten days prior to the date of the special meeting and continuing through the special meeting for any purpose germane to the meeting. The list will also be available at the special meeting for inspection by any stockholder present at the meeting.

Questions and Additional Information

If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor at:

470 West Avenue

Stamford CT, 06902

Stockholders Call Toll Free: (800) 662-5200

E-mail: civi@morrowsodali.com

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PROPOSALS SUBMITTED TO CIVITAS STOCKHOLDERS

Proposal 1. The Merger Agreement Proposal

(Item 1 on the Proxy Card)

The Company is asking its stockholders to adopt the merger agreement that the Company has entered into with Parent and Merger Sub. A copy of the merger agreement is attached to this proxy statement as Annex A. You are urged to read the merger agreement carefully and in its entirety.

For a summary and detailed information regarding this proposal, see the information about the merger agreement and the merger throughout this proxy statement, including the information set forth in the sections entitled “The Merger” beginning on page 31 of this proxy statement and “The Merger Agreement” beginning on page 72 of this proxy statement.

Under Delaware law, stockholders holding a majority of the outstanding shares of Civitas common stock entitled to vote thereon must affirmatively vote for the proposal to adopt the merger agreement in order for the Company to complete the merger. If you abstain from voting, fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the special meeting and cast your vote in person or fail to give voting instructions to your brokerage firm, bank or other nominee, it will have the same effect as a vote against the proposal to adopt the merger agreement.

The Board unanimously approved and declared the merger advisable, and determined that the other Transactions are fair to, and in the best interests of, the Company and its stockholders and unanimously resolved to recommend that the Company’s stockholders adopt the merger agreement. See “The Merger—Recommendation of the Civitas Board of Directors” beginning on page 42 of this proxy statement.

The Board unanimously recommends that holders of shares of Civitas common stock vote “FOR” the proposal to adopt the merger agreement.

Proposal 2. The Named Executive Officer Merger-Related Compensation Proposal

(Item 2 on the Proxy Card)

Pursuant to by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is required to submit a proposal to approve, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger. This proposal, commonly known as “say-on-golden parachutes” (the “named executive officer merger-related compensation proposal”), gives the Civitas stockholders the opportunity to vote on an advisory and non-binding basis, on the compensation that the named executive officers may be entitled to receive from the Company that is based on or otherwise relates to the merger. This compensation is summarized in the table and the footnotes thereto under “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” beginning on page 62 of this proxy statement.

The Board encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement.

The Board unanimously recommends that the Civitas stockholders adopt the following resolution:

“RESOLVED, that the stockholders of Civitas Solutions, Inc. hereby approve, on a non-binding, advisory basis, the compensation to be paid or become payable by Civitas Solutions, Inc. to its named executive officers that is based on or otherwise relates to the merger as disclosed in the Company’s proxy statement pursuant to Item 402(t) of Regulation S-K under the section titled “Golden Parachute Compensation” and the corresponding table and the footnotes thereto.”

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The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to adopt the merger agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on the named executive officer merger-related compensation proposal is advisory only, it will not be binding on either the Company or Parent. Accordingly, if the merger agreement is adopted and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the Civitas stockholders.

The above resolution approving, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger will require the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy at the special meeting and entitled to vote on the subject matter. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger. If you fail to attend the special meeting in person or by proxy, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any vote to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger.

The Board unanimously recommends that holders of shares of Civitas common stock vote “FOR” the named executive officer merger-related compensation proposal.

Proposal 3. The Adjournment Proposal

(Item 3 on the Proxy Card)

The Company is asking its stockholders to approve a proposal to adjourn the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement. If the Civitas stockholders approve the adjournment proposal, the Company could adjourn the special meeting, and any adjourned session of the special meeting, and use the additional time to solicit additional proxies.

If, at the special meeting, the number of shares of Civitas common stock present in person or represented by proxy and voting in favor of the proposal to adopt the merger agreement is not sufficient to approve that proposal, the Company may move to adjourn the special meeting in order to enable the Company’s directors, officers and employees to solicit additional proxies for the adoption of the merger agreement. In that event, the Company will ask its stockholders to vote only upon the proposal to approve the advisory and non-binding proposal on specified compensation that may become payable to the Company’s named executive officers in connection with the merger and the adjournment proposal, and not the merger agreement proposal. If a quorum is present, the approval of the proposal to adjourn the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement, requires the affirmative vote of a majority of the shares of Civitas common stock present in person or represented by proxy and entitled to vote on the subject matter. If a quorum is not present, the approval of the proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of Civitas common stock present in person or represented by proxy at the meeting and entitled to vote at the meeting. If you attend the special meeting in person or by proxy and abstain from voting, it will have the same effect as a vote against the proposal to adjourn the special meeting. If you fail to attend the special meeting in person or by proxy, fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the special meeting and cast your vote, or if you hold your shares of Civitas common stock in “street name” and fail to give voting instructions to your brokerage firm, bank or other nominee, it will have no effect on the outcome of any vote to approve the proposal to adjourn the special meeting.

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The adjournment proposal relates only to an adjournment of the special meeting occurring for purposes of soliciting additional proxies for adoption of the merger agreement proposal in the event that, at the time of the special meeting, the Company has not received a sufficient number of votes to approve that proposal. The Company retains full authority to the extent set forth in its bylaws and Delaware law (subject to the terms of the merger agreement) to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of the Civitas stockholders.

The Board unanimously recommends that holders of shares of Civitas common stock vote “FOR” the adjournment proposal.

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THE COMPANIES

Civitas Solutions, Inc. Civitas is the leading national provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. Since our founding in 1980, Civitas has evolved from a single residential program to a diversified national network offering an array of quality services in 36 states. Civitas’ common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CIVI.”

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, Massachusetts 02210

(617) 790-4800

Celtic Intermediate Corp. Parent was formed on December 14, 2018, solely for the purpose of engaging in the transactions contemplated by the merger agreement (the “Transactions”) and has not engaged in any business activities other than in connection with the Transactions, including arranging of the equity financing in connection with the merger.

Celtic Intermediate Corp.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Celtic Tier II Corp. Merger Sub is a wholly-owned direct subsidiary of Parent, and was formed on December 14, 2018, solely for the purpose of engaging in the Transactions and has not engaged in any business activities other than in connection with the Transactions, including arranging of the equity financing in connection with the merger.

Celtic Tier II Corp.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Parent and Merger Sub are each affiliated with Centerbridge Capital Partners III, L.P. (“CCP III”). In connection with the Transactions, CCP III has (a) committed to capitalize Parent immediately prior to the effective time of the merger with an aggregate equity contribution equal to $430 million to be used by Parent solely to fund the merger consideration pursuant to and in accordance with the merger agreement, as well as the related fees and expenses of Parent and (b) delivered a limited guarantee to Civitas (please see the discussion under the caption “The Merger—Financing of the Merger” and “The Merger—Limited Guarantee”).

Centerbridge Capital Partners III, L.P.

c/o Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

Parent, Merger Sub and CCP III are affiliated with Centerbridge Partners, L.P. (“Centerbridge”), a private investment management firm employing a flexible approach across investment disciplines—from private equity to credit and related strategies, and real estate—in an effort to find the most attractive opportunities for its investors and business partners. Centerbridge was founded in 2005 and as of September 2018 has approximately $27 billion in capital under management with offices in New York and London. Centerbridge is dedicated to

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partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives.

Centerbridge Partners, L.P.

375 Park Avenue, 11^th Floor

New York, New York 10152

(212) 672-5000

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THE MERGER

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among the Board, members of Company senior management or the Company’s representatives and other parties.

The Board and Civitas senior management actively monitor and assess developments in the healthcare industry and are generally aware of the business activities of, and transactions involving, other companies in the healthcare industry, particularly those that have businesses that relate to home- and community-based health and human services.

In addition, on an ongoing basis, the Board and Civitas senior management regularly evaluate options for achieving Civitas’ long-term strategic goals and enhancing stockholder value. These options have included periodic assessments of potential business combinations with other companies and the sale of Civitas. In addition, since 2006, Vestar Capital Partners V, L.P. and its affiliates (which we refer to collectively as “Vestar”) have owned a majority of the capital stock of Civitas and its predecessor companies, and Vestar has provided information to Civitas about its considerations of options for achieving Civitas’ long-term strategic goals and enhancing stockholder value, including potential business combination transactions.

For example, on September 22, 2014, Civitas completed its initial public offering of shares of Civitas common stock. In advance of the completion of the initial public offering, Civitas and Vestar considered completing either the initial public offering or a sale of Civitas in the alternative. As part of this process, in the Spring and Summer of 2014, Vestar and its advisors contacted approximately nine parties to explore their interest in a possible acquisition of Civitas. After completing the process to explore all options to maximize the value of Civitas for its stockholders, Vestar and the Board determined that the best way to enhance stockholder value was through the completion of the initial public offering.

Prior to and since the completion of its initial public offering in 2014, Civitas has continued to seek to improve its business operations to create stockholder value. Civitas has sought to capture embedded growth opportunities resulting from organic growth initiatives and leverage its competencies to further expand its presence in markets it currently serves and to further expand its geographic footprint in its existing service lines. Civitas has invested in new start programs and pursued opportunities in adjacent markets and complementary service lines to diversify and expand its service offerings. In addition, Civitas has pursued a significant number of acquisition opportunities to advance its long-term strategic goals and enhance stockholder value and has completed and integrated a significant number of these acquisitions. From the beginning of fiscal 2014 through September 30, 2018, Civitas acquired 55 companies, at an aggregate purchase price of approximately $329.5 million, including the payment of $9.7 million in contingent consideration. Despite the growth of the Company, as of the fourth anniversary of the Company’s initial public offering, the price of the Civitas common stock closed at $14.35 per share, 16% lower than the initial public offering price of $17.00 per share. However, given the fragmented nature of the Company’s industry, there were no larger transactions that were expected to be available to the Company that could more meaningfully add value. Even if available, larger transaction opportunities would result in a significant amount of additional leverage being incurred by Civitas (which would have exposed Civitas to significant risk as a result of the existing leverage of the Company) and/or would result in significant dilution to Civitas stockholders. During the late Summer and early Fall of 2018, the Board was aware that the owner of BrightSpring Health Services, one of the nation’s largest providers of home and community-based health services to complex populations, formerly known as ResCare (“BrightSpring”), was pursuing a sale of BrightSpring. However, Civitas had not been invited to participate in that sale process, and the Board did not think a combination of Civitas and BrightSpring as a whole on terms Civitas expected would be available would meaningfully add value to the Company. Civitas has also from time to time considered whether separating certain of its businesses would create stockholder value.

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In connection with these activities, Vestar, the Board and Civitas senior management and the Company’s financial advisors, including Barclays, received inquiries from time to time regarding the possible acquisition of the Company or other strategic business combinations involving the Company. In particular, in the Summer of 2018, Mr. Nardella received an informal inquiry from a private equity firm, which private equity firm we refer to as “Party A,” expressing its interest in a potential acquisition of Civitas, and Barclays, which had historically served as a financial advisor to Civitas and was subsequently retained as financial advisor to Civitas for the merger, had informal conversations on behalf of Civitas senior management with a large company with operations in the healthcare industry that had expressed an interest in acquiring Civitas a few years before, which company we refer to as “Party B,” to see if Party B was still interested in acquiring Civitas in light of the interest that had been expressed from Party A. Neither party made a specific proposal, asked to review non-public information or held any discussions or negotiations with Civitas, and as a result, neither the inquiry from Party A nor any possible resumed interest from Party B was viewed as immediately actionable by the Board.

As a result of these transactions, discussions and overtures and its periodic review of potentially available transactions and acquisitions, the Board believes it is generally aware of the opportunities for business combinations available to the Company and within its industry more generally.

In the late Spring of 2018, Vestar orally informed the Board that it or one of its affiliates was considering an acquisition of the Company through an acquisition of all shares of Civitas not already owned by Vestar, but did not provide any indicative prices for such a transaction. In response, the independent directors discussed forming a special committee and having it hire independent advisors if Vestar elected to make a proposal for an acquisition and contacted potential legal counsel. However, Vestar’s consideration of this transaction did not extend beyond a preliminary stage, and it subsequently informed the Board in July 2018, without having made any proposal, that it was no longer considering such a transaction.

Despite improved performance of the Company’s business operations since its initial public offering, the price per share of Civitas common stock did not increase for prolonged periods of time, and in the early Fall of 2018, the price per share of Civitas common stock had been below the offering price in the initial public offering for an extended period of time and analyst coverage had shrunk. Several members of the Board informally discussed whether they should evaluate opportunities for a potential sale of the Company. In particular, they noted that the public markets were not tracking Civitas’ value creation, which had resulted in and would continue to result in impediments for adding future value for the Civitas stockholders. Following these informal discussions, members of the Civitas senior management team contacted Barclays and Kirkland & Ellis LLP, Civitas’ legal counsel (“Kirkland”), regarding a possible sale transaction. In addition, members of the Civitas senior management team interviewed two other potential financial advisors regarding such possible transaction, both of which the Board elected not to retain.

On September 13, 2018, in advance of a regular meeting of the Board in Boston, the Board held a private dinner, with members of Civitas senior management and representatives of Kirkland present. At the dinner, the Board discussed the possibility of evaluating opportunities for a potential sale of Civitas, including potential methods by which the Board could do so. They also discussed with Kirkland the fiduciary duties of the Board in connection with evaluating opportunities for a potential sale of Civitas and the effect of any actual or perceived conflicts of interest that any directors may have. Following discussion, the Board proposed to discuss these matters further the following day.

On September 14, 2018, the Board held a regular meeting in Boston, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation of financial information related to Civitas, the stock price performance of shares of Civitas common stock since the initial public offering, the state of the market for merger and acquisition transactions, its understanding of the sale process for BrightSpring, alternatives that might be available to Civitas (including remaining as a standalone company, a leveraged recapitalization, a business restructuring,

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transformational business combinations and a sale of the Company), potential methods by which the Board could explore opportunities for a potential sale of the Company and potential acquirors who might be interested in acquiring Civitas. The Board discussed parties that had expressed an interest in acquiring Civitas recently, including parties that had participated in the exploration of a sale of the Company prior to its initial public offering referred to above. The representatives of Kirkland made a presentation about the fiduciary duties of the Board in connection with evaluating opportunities for a potential sale of the Company, including the effect of any actual or perceived conflicts of interest that any directors may have, picking up on the discussions from the night before. The members of the Board who are affiliated with Vestar confirmed for the Board that Vestar was not considering a potential acquisition of Civitas and was willing to consider a potential sale of Civitas if the price was acceptable to Vestar and the transaction was approved by the Board. Following discussion, the independent directors determined that it was not necessary at the time to form a special committee of the Board but that they would continue to be mindful of actual or perceived conflicts of interest and reevaluate any need for a committee as necessary. The Board also discussed factors relating to whether or not to explore opportunities for a potential sale of the Company at that time, including business performance, opportunities, challenges, risks and uncertainties, the stock price performance of Civitas common stock and expectations regarding the same, the effect (if any) of the BrightSpring sale process and whether a potential sale could create the greatest value for the Civitas stockholders. Following discussion, in executive session, the Board approved Barclays as its financial advisor for the possible transaction, subject to the execution of an acceptable engagement letter between Barclays and the Company. The Board selected Barclays because of its familiarity with Civitas and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction. The Board also authorized Barclays to contact ten parties from a longer list of potential acquirors that had been identified by Barclays (with input from the Board and the Civitas senior management team) as potential acquirors of Civitas (to include both financial sponsors and strategic companies with operations in the healthcare industry) and who were viewed as having the greatest likelihood of interest, inquire about whether they were interested in acquiring Civitas and inviting interested parties to have a management presentation about Civitas before they would be asked to make bids with indicative prices. The Board believed that this process would likely derive the best price for Civitas because it would allow potentially interested acquirors to first learn more about Civitas before being asked to indicate prices, rather than having them create first impressions on price relying on public information only. Finally, the Board instructed the Civitas senior management team not to have any discussions with potential acquirors regarding continued employment following the consummation of any possible transaction or the terms of any such continued employment or rollover of equity interests in the Company. The Board also proposed to have regular informal calls among the Board, Civitas senior management and its advisors to discuss updates on the status of discussions, several of which calls are referred to below and at which a majority of the Board was always in attendance.

During late September, Barclays contacted each of the ten parties, including Centerbridge and Party A, and held other informal communications with selected other parties about their interest in acquiring Civitas, including Party B. The Board understood that Barclays regularly communicated with parties on an informal basis about their potential interest in acquiring the Company. The ten parties contacted included the five potential acquirors who had shown the most interest in acquiring Civitas during the sales process conducted by Vestar in 2014 in advance of Civitas’ initial public offering. Each interested potential acquiror with whom Barclays spoke was provided with the same form of a confidentiality agreement, which included customary standstill provisions that allowed the potential acquiror to make confidential proposals to the Board at any time. In total, in connection with the Board’s process to evaluate opportunities for a potential sale of the Company during the Fall of 2018, seven potential acquirors entered into such confidentiality agreements, with Centerbridge entering into its confidentiality agreement with Civitas on October 2, 2018.

On September 26, 2018, the Board held a special meeting by teleconference, with members of Civitas senior management present. At the meeting, the Board discussed that it expected to get further updates regarding conversations with potential acquirors shortly.

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On October 1, 2018, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation about the results of its outreach to potential acquirors and its informal communications with selected other parties. It noted that of the potential acquirors contacted, five potential acquirors, including Centerbridge, Party A and three other private equity firms, which private equity firms we refer to as “Party C,” “Party D,” and “Party E,” had indicated that they were interested in exploring a potential acquisition of Civitas and two other potential acquirors who were private equity firms, which private equity firms we refer to as “Party F” and “Party G,” were still considering the opportunity. None of the other parties with whom Barclays had communications, including Party B, indicated that it was interested in acquiring Civitas. Following discussion, the Board authorized Barclays to contact four additional parties that had been identified by Barclays as potential acquirors of the Company. The Board also discussed a request from Party A and Party C to work together to acquire Civitas. Following discussion, the Board determined to inform Party A and Party C that they would not be allowed to work together and should each bid separately at the present time because the Board did not want to reduce the number of bidders but that the Board would evaluate in the future if it would be appropriate to let them do so. The Board also discussed recently prepared projections for future financial performance of the Company and the assumptions on which they were based, which projections had been prepared by Civitas senior management, and the Board approved of the use of these projections at upcoming management presentations with the potential acquirors. Please see “—Certain Unaudited Prospective Financial Information—Base Case Projections” beginning on page 56 for additional information related to these projections.

Beginning late that week and continuing for the next several weeks, Civitas senior management, with representatives of Barclays present, hosted a management presentation at Kirkland’s offices in Boston for each potential acquiror that expressed an interest in acquiring the Company, at which management presentation several members of the Civitas senior management team made a presentation regarding the Company and each potential acquiror was able to ask questions of Civitas senior management. Also during mid-October 2018, Civitas made confidential information about the Company and its business available to each of the potential acquirors through an online data room following its attendance at the management presentation.

On October 5, 2018, Reuters published a news story in which it reported that Civitas was pursuing strategic alternatives, including a possible sale of the Company, and had hired a financial advisor to contact potentially interested parties.

On October 9, 2018, the Board held an informal update meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation about the results of its contacts with potential acquirors, including outbound contacts (including the ten parties Barclays was authorized to contact at the Board’s September 14th meeting and the four additional parties Barclays was authorized to contact at the Board’s October 1st meeting), inbound contacts and informal communications with selected other parties, which increased to 19 potential acquirors. It noted that, of the potential acquirors contacted, six potential acquirors, including the same parties noted on October 1, 2018 and Party F, had indicated that they were interested in exploring a potential acquisition of Civitas. The representatives of Barclays also noted that two other private equity firms, which we refer to as “Party H” and “Party I,” had contacted Barclays to express an interest in evaluating a potential acquisition of Civitas and that Barclays was in conversations with each about obtaining additional information about their interest. The representatives of Barclays also discussed the status of scheduling of management presentations and proposed timelines for asking the potential acquirors for indications of interest with the price per share at which they would be interested in acquiring the Company. After the representatives of Barclays left the meeting, representatives of Kirkland made a presentation regarding the terms of a proposed engagement letter that members of the Civitas senior management team had negotiated with Barclays and disclosures by Barclays of relationships it had with each of Civitas and Vestar. The Board determined that the disclosed relationships did not present a conflict of interest.

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Later that week, members of the Civitas senior management team had preliminary conversations with representatives of each of Party H and Party I about Civitas. Party I ultimately elected not to proceed further with its evaluation of an acquisition of the Company and did not sign a confidentiality agreement.

On October 15, 2018, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation about the status of discussions with potential acquirors, including outreach, interested parties and management presentations. It noted that, of the potential acquirors contacted, seven potential acquirors, including the same five parties noted at the October 1 board meeting, Party F and Party H, had indicated that they were interested in exploring a potential acquisition of Civitas, six of whom had to date executed confidentiality agreements. These seven potential acquirors are referred to herein as the “bidders.” The representatives of Barclays proposed possible timelines for receiving indications of interest from the seven active bidders and noted whether any of them were also expected to be pursuing an acquisition of BrightSpring to monitor whether and to what extent that sale process would impact the process being conducted by the Board. After the representatives of Barclays left the meeting, representatives of Kirkland made a presentation regarding the terms of a proposed engagement letter that members of the Civitas senior management team had negotiated with Barclays and disclosures by Barclays of relationships it had with each of Civitas and Vestar, as previously discussed at the informal update meeting on October 9. In particular, the representatives of Kirkland noted that, at the Board’s request, Barclays had agreed not to finance or advise potential buyers in the acquisition of BrightSpring. Following discussion, the Board approved the engagement letter with Barclays.

On October 21, 2018, Barclays distributed to each of the seven active bidders a letter inviting each to submit an indication of interest about acquiring Civitas by no later than November 1, 2018.

On October 29, 2018, the Board held an informal update meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation about the status of discussions with each of the seven active bidders, noting that each had signed a confidentiality agreement, attended a management presentation, been given access to the online data room and been invited to submit an indication of interest. The representatives of Barclays also noted that no other parties had elected to further pursue an acquisition of the Company. The Board scheduled a board meeting on November 5th to discuss any indications of interest that would be received.

On November 1, 2018, three of the seven active bidders submitted indications of interest to acquire the Company. Each of Centerbridge and Party A indicated that it would be interested in acquiring Civitas at between $19.00 and $20.00 per share, and Party H indicated that it would be interested in acquiring Civitas at between $20.50 and $21.50 per share.

On November 5, 2018, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays made a presentation about the three indications of interest that had been received from Centerbridge, Party A and Party H, including the indicated prices and requirements for additional due diligence, and the feedback from the four other bidders that had been participating in the process but had declined to provide an indication of interest. The Board and its advisors discussed alternatives available to the Board based on the indications of interest received and feedback from the other 16 parties with whom Barclays had held conversations as had been identified at the meeting of the Board on October 9th. In particular, the Board discussed inviting the three active bidders who had submitted indications of interest to submit definitive proposals, contacting additional parties, delaying or terminating the process to evaluate opportunities for a potential sale of Civitas or pursuing other business combination transactions. Following discussion, the Board decided to invite each of Centerbridge, Party A and Party H to submit definitive proposals to acquire the Company. They also discussed the proposed timeline for requesting definitive proposals. The representatives of Kirkland also made a presentation about possible terms of a form merger agreement that would be prepared and submitted for feedback from each of the active bidders for input from the Board. In particular, they discussed whether any of the active bidders would be willing to provide full equity financing for the transaction, or whether they would each insist on using a traditional model for leveraged buyouts by financial sponsors in which they would have limited recourse in the event of a financing failure. The Board determined that they thought seeking

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to require the active bidders to provide the full equity financing may hurt the process and discourage their participation. In addition, the Board discussed whether they should request that Civitas would have the right to solicit additional interest in alternative transactions after the merger agreement was signed (often called a “go shop” clause), but they determined that in light of the extensive process already undertaken they did not think it was necessary as long as the merger agreement provisions were otherwise typical and would allow interested parties to make an alternative transaction proposal and the Board to respond to any such proposals. The Board directed Kirkland to prepare a form merger agreement for the Board’s consideration on the basis of the guidance the Board had provided.

Following the meeting, Barclays invited each of Centerbridge, Party A and Party H to participate in the next round of the process. Civitas also made additional confidential information about the Company and its business available to each of the three active bidders through the online data room and continued to respond to due diligence inquiries from each of the active bidders, which activities continued up until the signing of the definitive merger agreement. Civitas senior management, with representatives of Barclays present, also hosted additional management meetings at a hotel in Boston with each of Centerbridge, Party A and Party H to provide additional information about the Company during the ensuing weeks, with several members of the Civitas senior management team and selected other employees present as necessary based on questions from each active bidder. In addition, Civitas provided its consent to each of the active bidders to contact certain financing sources to permit them to arrange for debt financing for the transaction, which had previously been restricted by the Company.

On November 21, 2018, Barclays distributed to each of Centerbridge, Party A and Party H a letter inviting each to submit a definitive proposal to acquire the Company by no later than December 14, 2018 and a draft merger agreement for the proposal (with required changes to a form merger agreement that was to be subsequently distributed to the active bidders) by no later than December 7, 2018.

On November 26, 2018, the Board held an informal update meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays provided an update on their communications with Centerbridge, Party A and Party H since the last meeting of the Board, and the Board discussed each active bidder’s ongoing due diligence review of the Company and efforts to provide for fully-financed proposals. The representatives of Kirkland also made a presentation about the terms of a proposed form merger agreement that had been prepared on the basis of the prior guidance the Board had provided on November 5th and was expected to be distributed to each of the three active bidders. Following discussion, picking up on the discussions from the board meeting on November 5th, the Board determined that it would not be helpful to seek to require the active bidders to provide full equity financing for the transaction in the form merger agreement and instead the form merger agreement would follow a traditional model for leveraged buyouts but would encourage the active bidders to provide as much equity financing as possible. Similarly, the Board determined that it would not be helpful or necessary to seek to include a so-called “go shop” clause to give Civitas the right to solicit additional interest in alternative transactions after the merger agreement was signed and instead the form merger agreement would include a traditional non-solicitation provision and propose a low termination fee of 1.25% of the equity value of the proposed transaction payable if the Board changed its recommendation or accepted a superior proposal prior to January 31, 2019. At the meeting and during the following few days, members of the compensation committee of the Board considered the treatment of outstanding equity awards in the form merger agreement and determined to provide for the acceleration of unvested awards upon the closing of the merger, which it determined to be customary under the circumstances. The form merger agreement included customary terms and conditions for such an agreement, including the obligation of each potential acquiror to seek to obtain its financing and obtain antitrust approvals and limited closing conditions so that the merger would close after receipt of stockholder approval unless a “material adverse effect” had occurred. The Board authorized Kirkland to make final changes to the form merger agreement and distribute it to each of the three active bidders that had submitted indications of interest.

On November 29, 2018, Barclays distributed to each of Centerbridge, Party A and Party H the form merger agreement and requested feedback on the form merger agreement by December 7, 2018 per the prior instruction letter.

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On December 6 and 7, 2018, the Board and committees of the Board held regular meetings in Boston, with members of Civitas senior management and representatives of each of Barclays and Kirkland present for certain of the meetings. At the compensation committee meeting on December 6th, the committee discussed making equity awards in the ordinary course consistent with prior years, but directed Civitas senior management and Kirkland to propose in the merger agreement that these awards, unlike the previously granted awards, would not accelerate upon the closing of the merger and instead would vest and be paid out in cash at the deal price of the proposed transaction on their regular vesting schedule. These awards were approved by the Board on the following day. At the board meeting on December 7th, the representatives of Barclays made a presentation of financial information related to Civitas and preliminary financial analyses of a sale of the Company. They also provided updates on recent discussions and activity with each of the three active bidders who had submitted indications of interest, its understanding of the status of the sale process for BrightSpring and recent financial market activity, which had been volatile and had decreased the availability of financing and increased the financing cost for leveraged loans for leveraged buyouts. In light of this information and in order to promote a robust competitive process among the parties, Barclays and the Board noted that the Board should make an effort to be able to review and make a decision on any definitive proposals that might be submitted in connection with the bid deadline shortly after submission, and that Barclays and Kirkland should communicate this intention to the active bidders for them to be prepared accordingly. Also at the meeting, the Board again reviewed the Company’s projections in light of the Company’s actual results for fiscal year 2018 and a further review of the status of each strategic initiative the Company was exploring and had included in its projections referred to above. Given that each of the strategic initiatives were at various stages of review and implementation, Civitas senior management recommended that the Board consider a “hybrid” view of the projections, as described in more detail in “—Certain Unaudited Prospective Financial Information—Hybrid Case Projections” beginning on page 57, and the Board approved the use of these projections by Barclays in connection with its preparation of its financial analyses to be presented to the Board and to be utilized by Barclays as part of its fairness opinion.

On December 7 and 8, 2018, each of Party A and Centerbridge, respectively, provided its proposed markup to the form merger agreement. Party A’s markup to the merger agreement required that Vestar provide its written consent to adopt the merger agreement within 8 hours of signing the merger agreement, required that Civitas enforce all standstills in confidentiality agreements (subject to a fiduciary exception), provided for a termination fee of 3.0% of the equity value of the proposed transaction payable by Civitas in certain circumstances, provided for a reverse termination fee of 5.0% of the equity value of the proposed transaction payable by Party A in certain circumstances and required Civitas to reimburse certain expenses of Party A if the transaction was not approved by its stockholders, among other changes. Centerbridge’s markup to the merger agreement required that Vestar provide a voting agreement committing it to vote in favor of the adoption of the merger agreement (which was subsequently confirmed would survive in effect on certain changes to the Board’s recommendation), required that Civitas enforce all standstills in confidentiality agreements (subject to a fiduciary exception), provided for a termination fee of 3.5% of the equity value of the proposed transaction payable by Civitas in certain circumstances, provided for a reverse termination fee of 5.0% of the equity value of the proposed transaction payable by Parent in certain circumstances, required Civitas to reimburse certain expenses of Centerbridge if the transaction was not approved by its stockholders and in certain other circumstances, delayed the date at which the marketing period (which had to have elapsed before Civitas could compel Parent to close the merger) would begin, added conditions that the merger would not be required to be consummated if holders of at least 10% of the outstanding Civitas shares had exercised appraisal rights or if certain governmental approvals were not obtained, reduced the obligations of Parent to seek to obtain antitrust approval, imposed additional obligations on Civitas for the operation of its business between the signing of the merger agreement and the closing of the merger and imposed additional obligations of Civitas to make representations and warranties, among other changes. During this time period, Party H informed Barclays that it expected to provide a markup to the form merger agreement within the next few days.

On December 10, 2018, the Board held an informal update meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays provided updates on recent discussions with each of Centerbridge, Party A and Party H,

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noting that Party H had indicated that financing the transaction had seemed harder and more costly than it had previously expected but that all parties still seemed to be working to make definitive proposals. They also noted that the sale process for BrightSpring had finished and reported on their understanding of the transaction terms. The representatives of Kirkland provided an update on the markups to the form merger agreement that had been received from Centerbridge and Party A. They noted that in separate conversations with Vestar, Vestar had indicated that it would be willing to enter into a customary voting agreement with a potential acquiror in connection with the execution of the merger agreement if the price per share of the proposed transaction was acceptable to Vestar. Following discussion, the Board authorized Kirkland to provide feedback to each of Centerbridge and Party A on their proposed markup, including that a customary voting agreement would be acceptable, the termination fee payable by Civitas in certain circumstances should be lower, the reverse termination fee payable by the proposed acquiror in certain circumstances should be higher, Civitas would not reimburse the proposed acquirors for expenses, deal certainty should be strengthened (including elimination of all extra conditions, retaining high burdens to obtain antitrust approvals and requiring the marketing period to begin as soon as possible) and Civitas should have adequate flexibility to operate its business between the signing of the merger agreement and the closing of the merger. In particular, the Board determined that it would not agree to the request for a written consent because it would limit the ability of the Board to change its recommendation or accept alternative acquisition proposals after the merger agreement with Party A was signed and because no other active bidder had required the written consent. The Board directed Kirkland to inform each potential acquiror that it expected that each party would make changes to its proposed merger agreement to have an acceptable merger agreement by the December 14th deadline for submission of definitive proposals.

Later that evening, Party H provided its proposed markup to the form merger agreement. Party H’s markup to the merger agreement required that Vestar provide a voting agreement committing it to vote in favor of the adoption of the merger agreement, required that Civitas enforce all standstills in confidentiality agreements (subject to a fiduciary exception), provided for a fixed but unspecified termination fee payable by Civitas in certain circumstances, did not provide for the amount of the reverse termination fee payable by Party H in certain circumstances and added a condition that the merger would not be required to be consummated if holders of at least 5% of the outstanding Civitas shares had exercised appraisal rights, among other changes.

On December 11, 2018, representatives of Kirkland contacted each of Goodwin Procter LLP, Centerbridge’s legal counsel (“Goodwin”), and counsel to Party A and provided feedback on the markups of the form merger agreement that had been provided by each of their respective clients consistent with the guidance provided by the Board. They informed counsel to Party A that they would send a proposed revised version of the merger agreement reflecting their discussion, which they believed would be acceptable both to Civitas and Party A based on their discussions, which was sent the following day. They asked Goodwin to send a revised markup of the merger agreement reflecting as much of the feedback that was discussed as Centerbridge was prepared to accept.

Later that day, Party A contacted Barclays and informed it that, based on reactions from several of its financing sources, the financing of the transaction had seemed harder and more costly than it had previously expected. Representatives of Barclays and Kirkland discussed with several members of the Board and Civitas senior management team whether it was desirable to delay the deadline for submission of definitive proposals until after the holiday break, and they determined to update the Board about recent developments in the financing markets.

On December 12, 2018, representatives of Kirkland contacted counsel to Party H and provided feedback on the markup of the form merger agreement that had been provided by its client consistent with the guidance provided by the Board.

On the morning of December 13, 2018, Goodwin, on behalf of Centerbridge, provided a revised markup of the merger agreement to Kirkland, on behalf of Civitas. The revised merger agreement incorporated some of the feedback that Kirkland had provided to Goodwin on the prior draft of the agreement. In particular, the revised merger agreement reduced the termination fee payable by Civitas in certain circumstances from 3.5% of the equity value of the proposed transaction to 3.0% of the equity value of the proposed transaction, increased the reverse termination fee payable by Parent in certain circumstances from 5.0% of the equity value of the proposed transaction to 6.0% of the equity value of the proposed transaction, deleted the obligation of Civitas to reimburse

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certain expenses of Centerbridge if the transaction was not approved by its stockholders and in certain other circumstances, deleted the additional conditions to the merger that had previously been added by Centerbridge and provided for stronger obligations of Parent to seek to obtain antitrust approval, among other changes.

In the afternoon of December 13th, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays provided updates on recent discussions with each of the three active bidders, including the feedback provided by Party A on December 11th and that they had not had any recent contact with Party H, and discussed the possibility of some or all of the active bidders not submitting a definitive proposal. The representatives of Kirkland provided an update on the discussions of the proposed merger agreement with counsel to each of the three active bidders, including the most recent draft of the merger agreement that had been received from Goodwin, on behalf of Centerbridge, focusing on deal conditionality and the proposed terms of the deal protections allowing the Board to hear and respond to alternative acquisition proposals. Following discussion, including discussion of several scenarios, the Board determined not to change the deadline for the submission of definitive proposals and authorized Kirkland to provide a revised draft merger agreement to Goodwin providing compromises on several of the remaining open items in the merger agreement with Centerbridge, which revised draft was sent overnight that evening.

After the stock market closed that afternoon, Civitas announced its earnings for the previous quarter and filed its Annual Report on Form 10-K.

On December 14, 2018, representatives of Party H contacted representatives of Barclays and informed them that Party H was not prepared to make a definitive proposal to acquire Civitas but was interested in a structured investment for a portion of the equity of Civitas, and representatives of Party A contacted representatives of Barclays and informed them that, while specifically noting that Party A would have been able to finance an acquisition of Civitas, Party A was not prepared to make a definitive proposal to acquire the Company, primarily based on its future capital requirements, lower opportunities for a high rate of return and lack of fit within its asset portfolio. Later that day, Centerbridge submitted a definitive proposal to acquire the Company at $17.00 per share and on the terms of the form of merger agreement provided by Goodwin, on behalf of Centerbridge, to Kirkland, on behalf of Civitas, on December 13th. Centerbridge explained in its proposal that the reduction of its proposed purchase price from its initial indication of interest was due to findings from its due diligence review of the Company that suggested that the Company would have less earnings and a slower pace of growth than were initially expected and the Company required additional investments in both employee compensation to keep Civitas competitive in the current hiring market due to previous under-compensation and IT systems, each beyond what was initially expected. Centerbridge also provided debt financing commitment papers and drafts of an equity commitment letter and guaranty providing in the aggregate full financing for the proposed acquisition. Centerbridge’s proposal also indicated that it had completed its due diligence, was prepared to execute definitive agreements for the transaction by the following day and its proposal would expire unless Civitas had agreed by December 16, 2018 to proceed with Centerbridge on the basis of the terms provided.

Later that day, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays provided updates on recent discussions with each of the three bidders, including the proposal made by Centerbridge and the feedback provided by each of Party A and Party H. The representatives of Kirkland provided an update on the ongoing discussions of the terms of the proposed merger agreement with Goodwin referred to above and open issues related to the agreement, focusing on deal conditionality and the proposed terms of the deal protections allowing the Board to hear and respond to alternative acquisition proposals. The Board and its advisors discussed alternatives available to the Board based on the definitive proposal received and the feedback provided by each of Party A and Party H. In particular, the Board discussed moving forward with the proposal from Centerbridge (including further negotiation of the agreement, noting that no final decision was being made), rejecting the proposal, responding to Centerbridge with different deal terms, delaying or

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terminating the process to evaluate opportunities for a potential sale of the Company (and continuing to operate the Company on a standalone basis) or pursuing other business combination transactions. They also discussed the best price they thought they could obtain from Centerbridge following further discussions and risks and opportunities to operating the Company on a standalone basis (and the resulting stockholder value creation that could be obtained) and the timeline for completing a transaction. Following discussion, the Board directed Barclays to respond to Centerbridge with a price of $18.50 per share and on mutually acceptable terms of a merger agreement, with minor flexibility on price and confirmation that Vestar would be prepared to accept that price. The Board also decided to schedule discussions as needed for further updates during the balance of the ensuing weekend.

Later that evening and the following morning, Vestar considered the proposed transaction and informed the Board that it believed that the likely price per share to be obtained through further negotiations with Centerbridge would be below the minimum price it would be willing to take or would support and that it wanted to consider other alternatives before responding to Centerbridge. On the morning of December 15, 2018, the independent directors of the Board held a special meeting by teleconference, with representatives of each of Barclays and Kirkland present, to discuss how to respond based on the feedback provided by Vestar and alternatives available to the Board. After discussion, the independent directors determined to contact Vestar and obtain a price at which Vestar would be prepared to support a proposal from Centerbridge and respond to Centerbridge with that price. Following separate discussion with Vestar, Vestar said it would be willing to support a price of $18.50 per share of Civitas common stock.

That afternoon, Barclays contacted Centerbridge and informed them that the Board would approve of the acquisition of Civitas at a price of $18.50 per share of Civitas common stock and on mutually acceptable terms of a merger agreement. Several discussions ensued thereafter that afternoon. In particular, Centerbridge contacted Barclays and orally submitted a revised proposal to acquire Civitas at $17.50 per share and indicated that it was amenable to further compromise on the terms of the merger agreement Centerbridge had most recently submitted. Representatives of Barclays consulted with the presiding director and Vestar in response to that revised proposal and following discussion all parties determined that Barclays should respond to Centerbridge and ask for its “best and final” price, which they did. Thereafter, Centerbridge contacted Barclays and orally submitted a revised proposal to acquire Civitas at $17.75 per share, reiterated that it was amenable to further compromise on the terms of the merger agreement and noted that this was Centerbridge’s “best and final” offer.

Later that day, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Barclays provided updates on recent discussions with Centerbridge and its most recent definitive proposal. Following discussion, the Board inquired about whether Vestar would be prepared to support the proposed transaction at a price of $17.75 per share, and Vestar responded that they would accept the proposed transaction if the terms of the merger agreement and the voting agreement could be resolved in a manner acceptable to Civitas and Vestar. Following discussion, the Board authorized Barclays to respond to Centerbridge that they were prepared to further negotiate the merger agreement and the voting agreement on the basis of Centerbridge’s proposed price, which was communicated to Centerbridge that evening.

On December 16, 2018, Goodwin, on behalf of Centerbridge, provided a revised markup of the merger agreement and a draft of the voting agreement to Kirkland, on behalf of Civitas. The revised merger agreement reflected compromises on various terms; however, several issues remained unresolved. The draft voting agreement provided that Vestar would be required to vote 39% of the outstanding shares in favor of the merger if the Board changed its recommendation of the merger in compliance with the merger agreement. During the day on December 16th and continuing until December 18th, and culminating in the execution of the merger agreement, representatives of each of Kirkland and Goodwin, with participation from Centerbridge, Civitas senior management and Barclays, negotiated the merger agreement and other transaction documents and exchanged several drafts of the merger agreement, disclosure schedules and other transaction documents.

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Later that day, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of Kirkland provided an update on the negotiations of the merger agreement and other transaction documents with Goodwin and sought input from the Board on several of the open items. In particular, the Board and its advisors discussed various provisions of the deal protections in the merger agreement that allowed the Board to hear and respond to alternative acquisition proposals (including the amount of the termination fee), obligations of Parent regarding obtaining the financing for the transaction (including the amount of the reverse termination fee), the interim operating covenants restricting the operations of Civitas between the signing of the merger agreement and the closing of the merger, the treatment of certain equity awards and Centerbridge’s request that the voting agreement would survive certain changes of recommendation by the Board and still require Vestar to vote a portion of its shares in support of a transaction the Board did not support. The Board provided feedback on several of these open items, including authorizing Mr. Nardella to discuss Civitas’ requirements for the interim operating covenants and the effects of the proposed treatment of the equity awards, including any impact from other retention programs that Centerbridge may be considering proposing for employees, directly with Centerbridge. The Board authorized the Civitas senior management team and its advisors to continue to negotiate the merger agreement with Centerbridge and its advisors.

On December 17, 2018, representatives of each of Civitas, including Mr. Nardella and Ms. Martin, Centerbridge, Barclays, Kirkland and Goodwin had a series of negotiations calls on the remaining open issues in the merger agreement and finalized all material open issues within the guidance provided by the Board, in particular, that the voting agreement would not survive a change of recommendation by the Board as permitted under the merger agreement, Centerbridge would seek an extension of its debt commitment letters from four months to five months and the marketing period for Centerbridge’s financing would not be required to start before January 31, 2019. Centerbridge and Civitas also finalized acceptable standards for the interim operating covenants. In addition, the trading in the stock markets in general and Civitas common stock continued to be very volatile during the day. Centerbridge requested that all parties finalize the merger agreement and the other transaction documents for approval and execution that evening.

That afternoon, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of each of Barclays and Kirkland provided an update on the negotiations of the merger agreement and other transaction documents with Centerbridge, focusing on the items that were finalized during the day and noting that Centerbridge was still seeking to finalize the merger agreement and the other transaction documents for approval and execution that evening. The representatives of Barclays made a presentation of financial information related to Civitas and financial analyses of a sale of Civitas at $17.75 per share. The Board also discussed updated disclosures by Barclays of relationships it had with each of Civitas, Centerbridge and Vestar, noting that the relationships did not present a conflict of interest. Following discussion, the Board agreed to reconvene later that evening.

That evening, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of each of Barclays and Kirkland provided an update on the negotiations of the merger agreement and other transaction documents with Centerbridge, noting the remaining unresolved items, including that Centerbridge had not yet secured a five-month term to its debt commitment letters. The representatives of Kirkland made a presentation about the fiduciary duties of the Board in connection with evaluating opportunities for a potential sale of the Company and the terms of the merger agreement and other transaction documents. Following discussion, the Board determined that it should continue to seek to require at least a five-month term to Centerbridge’s debt commitment letters to provide adequate leeway on time for the merger to close and otherwise seek to finalize the merger agreement as soon as practicable. The Board scheduled a board meeting for the following day to consider final approval of the proposed transaction.

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During the balance of the evening and the following morning, the parties finalized the negotiation of the merger agreement and other transaction documents. In particular, Centerbridge informed Barclays that it had been able to obtain a five-month term to its debt commitment letters. The parties also finalized compromises on the treatment of the equity awards, which treatment was then memorialized in the merger agreement.

On December 18, 2018, the Board held a special meeting by teleconference, with members of Civitas senior management and representatives of each of Barclays and Kirkland present. At the meeting, the representatives of each of Barclays and Kirkland provided an update on the negotiations of the merger agreement and other transaction documents with Centerbridge, including that Centerbridge had been able to obtain a five-month term to its debt commitment letters. The representatives of Barclays made a presentation of financial analyses of the proposed transaction and delivered the oral opinion of Barclays (subsequently confirmed by a written opinion) to the effect that, as of December 18, 2018 and based upon and subject to the various qualifications, limitations and assumptions set forth therein, the consideration to be offered to the holders of shares of Civitas common stock (other than owned company shares) in the merger was fair from a financial point of view to such holders. See “—Opinion of the Company’s Financial Advisor” beginning on page 47 for additional information related to the opinion of Barclays. The Board and its advisors also discussed the principal reasons for the merger, referring in part to prior discussions of these topics at prior meetings. The Board and its advisors discussed the Company’s prospects, risks and uncertainties as a standalone company, that Centerbridge’s proposal was its “best and final” offer and was supported by the Company’s largest stockholder and the absence of any alternative transactions that were known to the Board or its advisors that would be reasonably likely to result in a value to Civitas stockholders in excess of the merger consideration (including as a result of the process conducted by the Board and following the Reuters news story on October 5th). Following discussion, the Board unanimously approved the merger agreement and recommended that the Civitas stockholders adopt the merger agreement. See “—Reasons for the Merger” and “—Recommendation of the Civitas Board of Directors” below for additional information related to the factors considered by the Board in approving the merger and the other transactions contemplated by the merger agreement and recommending that Civitas stockholders vote “FOR” the proposal to adopt the merger agreement.

Later that day, the parties to the merger agreement and the other agreements related to the merger entered into the merger agreement and such other agreements and issued a press release announcing the execution of the merger agreement and the merger.

Recommendation of the Civitas Board of Directors

At a meeting of the Board on December 18, 2018, the Board unanimously (i) determined that it is in the best interests of Civitas and its stockholders to enter into the merger agreement providing for the merger and to consummate the Transactions and determined these matters to be advisable; (ii) approved the execution and delivery of the merger agreement by Civitas, the performance by Civitas of its covenants and other obligations thereunder and the consummation of the Transactions upon the terms and subject to the conditions set forth therein; (iii) directed that the merger agreement be submitted to the Civitas stockholders for adoption; and (iv) resolved to recommend that the Civitas stockholders adopt the merger agreement in accordance with Delaware law.

Accordingly, the Board recommends that Civitas stockholders vote “FOR” the proposal to adopt the merger agreement (Proposal 1).

See “—Reasons for the Merger” below for additional information related to the factors considered by the Board in approving the merger and the other transactions contemplated by the merger agreement and recommending that Civitas stockholders vote “FOR” the proposal to adopt the merger agreement.

Reasons for the Merger

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, and recommending that the Civitas stockholders adopt the merger agreement, the Board consulted with Civitas’

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senior management team, financial advisor and legal counsel and considered a number of factors, including the following factors:

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The Board also considered a number of uncertainties and risks in their deliberations concerning the transactions contemplated by the merger agreement, including the merger, including the following:

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The Board believed that, overall, the potential benefits of the merger to the Civitas stockholders outweighed the uncertainties and risks of the merger.

The foregoing discussion of information and factors considered by the Board is not intended to be exhaustive but includes the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board based its recommendation on the totality of the information presented.

In considering the recommendation of the Board that the Civitas stockholders vote their shares of Civitas common stock to adopt the merger agreement, you should be aware that Civitas’ directors and executive officers may have interests in the merger that are different from, or in addition to, yours. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and in recommending that the Civitas stockholders vote their shares of Civitas common stock to adopt the merger agreement. For more information on these interests, see “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 58.

Opinion of the Company’s Financial Advisor

Civitas engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Civitas, including a possible sale of Civitas. On December 18, 2018, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Board that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the merger consideration to be offered to the stockholders of Civitas (other than holders of Owned Company Shares (as defined in the merger agreement)) in the proposed transaction is fair, from a financial point of view, to such stockholders.

The full text of Barclays’ written opinion, dated as of December 18, 2018, is attached as Annex C to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully and in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Board, addresses only the fairness, from a financial point of view, of the merger consideration

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to be offered to the stockholders of Civitas (other than holders of Owned Company Shares) and does not constitute a recommendation to any stockholder of Civitas as to how such stockholder should vote with respect to the proposed transaction or any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between Civitas and Centerbridge and were unanimously approved by the Civitas Board. Barclays did not recommend any specific form of consideration to Civitas or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, Civitas’ underlying business decision to proceed with or effect the proposed transaction, the likelihood of the consummation of the proposed transaction, or the relative merits of the proposed transaction as compared to any other transaction in which Civitas might engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the consideration to be offered to the stockholders of Civitas in the proposed transaction. No limitations were imposed by the Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Civitas that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Management Projections, upon advice of Civitas, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Civitas as to Civitas’ future financial performance and that Civitas would perform substantially in accordance with such projections. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Civitas and did not make or obtain any evaluations or appraisals of the assets or

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liabilities of Civitas. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, December 18, 2018. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after December 18, 2018.

Barclays assumed the accuracy of the representations and warranties contained in the merger agreement and all agreements related thereto. Barclays also assumed, upon the advice of Civitas, that all material governmental, regulatory and third party approvals, consents and releases for the proposed transaction would be obtained within the constraints contemplated by the merger agreement and that the proposed transaction would be consummated in accordance with the terms of the merger agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood that Civitas had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Civitas common stock but rather made its determination as to fairness, from a financial point of view, to Civitas’ stockholders (other than holders of Owned Company Shares) of the Merger Consideration to be offered to such stockholders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to Civitas’ board of directors. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Civitas or any other parties to the proposed transaction. No company, business or transaction considered in Barclays’ analyses and reviews is identical to Civitas or the proposed transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition or transactions considered in Barclays’ analyses and reviews. None of Civitas, Centerbridge, Parent, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

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The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Discounted Cash Flow Analysis

In order to estimate the present value of Civitas common stock, Barclays performed a discounted cash flow analysis of Civitas. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of Civitas using the discounted cash flow method, Barclays added the present values of (i) Civitas’ projected after-tax unlevered free cash flows for fiscal years ending September 30, 2019 through September 30, 2023 based on the Management Projections and (ii) a range of estimated “terminal value” of Civitas as of September 30, 2023. The after-tax unlevered free cash flows were calculated by taking the tax-effected earnings before interest and tax expense, with such amount treating stock-based compensation as a cash expense, and adding back depreciation and amortization, subtracting capital expenditures and acquisition expenditures and adjusting for changes in working capital, in each case based on the Management Projections. The range of residual value of Civitas at the end of the forecast period, or “terminal value,” was estimated by applying perpetuity growth rates ranging from 2.00% to 2.50% to the estimated normalized unlevered free cash flow for Civitas for the fiscal year ending September 30, 2023, calculated based upon the Management Projections and assuming depreciation and amortization equaled capital expenditures and further assuming a full year of cash flow contribution from acquisitions projected to be completed in the fiscal year ending September 30, 2023. Barclays then applied a range of discount rates of 9.00% to 9.50% reflecting estimates of the cost of capital for Civitas that was derived by application of the Capital Asset Pricing Model. Barclays then calculated a range of implied prices per share of Civitas common stock by subtracting net debt as of September 30, 2018 from the estimated enterprise value using the discounted cash flow method and dividing the range of results of such subtraction by the fully diluted number of shares of Civitas common stock based on information provided by the management of Civitas. The following summarizes the result of these calculations:

Implied Equity Value Per Share Reference Range

$15.05 - $20.24

Barclays noted that on the basis of the discounted cash flow analysis, the transaction consideration of $17.75 per share was within the range of implied values per share calculated using Management Projections.

Selected Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples (including ratios of enterprise value to earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the last twelve months (“LTM”) period (“EV to LTM EBITDA multiples”) for which financial information was publicly available at the time of announcement of the applicable transaction) paid in selected other transactions (based on data from public filings, Wall Street research, Mergermarket and FactSet) that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Civitas with respect to the size, mix, margins and other characteristics of their businesses, including similarities with respect to applicable target companies experiencing challenging operating and / or reimbursement environments.

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The selected precedent transactions were as follows:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Civitas and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the proposed transaction which would affect the acquisition values of the selected target companies and Civitas. Based upon these judgments, Barclays selected a range of 6.5x to 8.5x EV to LTM EBITDA multiples and applied such range to Civitas’ EBITDA, as adjusted to account for stock-based compensation and certain one-time costs, including those associated with program closures and mergers and acquisitions (the “Adjusted EBITDA”) as of September 30, 2018. Barclays then calculated a range of implied prices per share of Civitas common stock by subtracting the amount of Civitas’ net debt as of September 30, 2018 from the estimated enterprise value and dividing the range of results of such subtraction by the fully diluted number of shares of Civitas common stock based on information provided by the management of Civitas. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected precedent transaction analysis, the transaction consideration of $17.75 per share was within the range of implied values per share calculated using Management Projections.

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Other Factors

Barclays did not perform a comparable companies analysis because, based on its experience in the healthcare industry, Barclays did not believe there was any publicly traded company that was sufficiently comparable to Civitas with respect to its business, operations and prospects that would render a comparable companies analysis appropriate.

However, Barclays reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Illustrative Present Value of Future Stock Price Analysis, the Equity Research Target Prices Analysis, the Leveraged Acquisition Analysis, the Historical Share Price Analysis, and certain Illustrative Sensitivity Analyses described below.

Illustrative Present Value of Future Stock Price Analysis

Barclays performed an illustrative analysis of the implied present value of an illustrative future value per share of Civitas 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 projections and valuation multiples. Barclays first calculated the implied future enterprise values of Civitas for the fiscal year ending September 30, 2019 and each of the next three fiscal years by applying ratios of Civitas’ enterprise value to EBITDA for the next twelve months (“NTM”) period (“EV to NTM EBITDA multiples”) ranging from 6.5x to 7.5x to NTM EBITDA estimates for Civitas as reflected in the Management Projections for each of the fiscal years ending September 30, 2019, 2020, 2021 and 2022, respectively. The illustrative EV to NTM EBITDA multiple estimates were derived by Barclays utilizing its professional judgment and experience, taking into account current and historical trading data and the EV to NTM EBITDA multiple for Civitas as of December 17, 2018. Barclays then calculated a range of implied prices per share of Civitas common stock by (i) subtracting the projected amount of Civitas’ net debt as of each respective fiscal year end, as reflected in the Management Projections and (ii) dividing such amount by the estimated fully diluted number of shares of Civitas common stock derived from Management Projections.

Utilizing a discount rate of 14.5%, reflecting an estimate of the cost of equity for Civitas and derived by application of the Capital Asset Pricing Model, Barclays then derived a range of implied present values per share for Civitas by discounting to present value, the implied future values per share of Civitas as a stand-alone entity. The following table presents the results of the analysis of the implied present value of the illustrative future value per share of Civitas common stock.

Equity Research Target Prices Analysis

Barclays considered publicly available one-year forward price targets for shares of Civitas common stock prepared and published by the four equity research firms that covered Civitas as of December 17, 2018. The price targets published by the equity research firms did not necessarily reflect current market trading prices for Civitas common stock. Barclays noted that the range of low to high one-year forward share price targets as of December 17, 2018 was $17.00 to $20.00 per share of Civitas common stock, with an average price target of $18.50 per share of Civitas common stock.

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Leveraged Acquisition Analysis

Barclays performed a leveraged acquisition analysis in order to ascertain a price for Civitas common stock which might be achieved in a leveraged buyout transaction with a financial buyer using a debt capital structure consistent with the proposed transaction and based upon current market conditions. Barclays assumed the following in its analysis: (i) a debt capital structure of Civitas comprised of pro forma leverage of total debt to Adjusted EBITDA of 5.5x, (ii) an equity investment that would achieve an internal rate of return of 20% on equity invested during a five-year period, and (iii) a projected Adjusted EBITDA terminal value multiple of 7.0x to 8.0x for such period. Based upon these assumptions and the Management Projections, Barclays calculated a range of implied prices per share of Civitas common stock of $17.50 to $20.50.

Historical Share Price Analysis

To illustrate the trend in the historical trading prices of Civitas common stock, Barclays considered historical data with regard to the trading prices of Civitas common stock for the period from December 18, 2017 to December 17, 2018. Barclays noted that during that period, the closing price of Civitas common stock ranged from $11.15 to $18.35. In addition, Barclays noted that the volume-weighted average price per share of Civitas common stock during the 30 and 90 trading days ending December 17, 2018 were $13.88 and $14.62, respectively.

Illustrative Sensitivity Analyses

For illustrative purposes only, Barclays also performed certain sensitivity analyses described below, assuming for such purposes, with input from the management of Civitas, that organic revenue growth and EBITDA growth beginning in fiscal year 2020 were 50% less than the growth rates assumed in the Management Projections but projected future acquisition spending remained unchanged.

Using the same methodology and assumptions as described above in “—Discounted Cash Flow Analysis,” except adjusting the assumed organic revenue growth and EBITDA growth as set forth above, Barclays performed a sensitivity case discounted cash flow analysis and derived an illustrative range of implied present values per share of Civitas common stock of $9.93 to $14.34.

Using the same methodology and assumptions as described above in “—Other Factors—Illustrative Present Value of Future Stock Price Analysis,” except adjusting the assumed organic revenue growth and EBITDA growth as set forth above, Barclays performed a sensitivity case present value of future stock price analysis and derived an illustrative range of implied present values per share of Civitas common stock of $14.04 to $21.31.

Using the same methodology and assumptions as described above in “—Other Factors—Leveraged Acquisition Analysis,” except adjusting the assumed organic revenue growth and EBITDA growth as set forth above, Barclays performed a sensitivity case leveraged acquisition analysis and derived an illustrative range of implied values per share of Civitas common stock of $14.75 to $17.50.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Civitas’ board of directors selected Barclays because of its familiarity with Civitas and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

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Barclays is acting as financial advisor to Civitas in connection with the proposed transaction pursuant to an engagement letter dated October 3, 2018. As compensation for its services in connection with the proposed transaction, Civitas paid Barclays a fee of $1.5 million upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Fee”, and the execution of the merger agreement. The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the proposed transaction. Additional compensation of approximately $13.1 million will be payable on completion of the proposed transaction. In addition, Civitas has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by Civitas and the rendering of Barclays’ opinion. Barclays and its affiliates have performed various investment banking services for Civitas in the past, and expect to perform such services in the future, and have received, and expect to receive, customary fees for such services. Specifically, in the past two years, Barclays acted as sole arranger in connection with the repricing of Civitas’ term loan and incremental upsizing of Civitas’ term loan. During the two-year period ended December 18, 2018, Barclays has received compensation for investment banking services provided by its investment banking division to Civitas of approximately $1.2 million.

In addition, Barclays and its affiliates in the past have provided, currently are providing, or in the future may provide, investment banking services to Vestar Capital Partners, Inc. (“Vestar”), a majority stockholder of Civitas, and certain of its affiliates and portfolio companies, and have received or in the future may receive customary fees for rendering such services. Specifically, in the past two years, Barclays and its affiliates (i) acted as financial advisor to Vestar and certain of its portfolio companies and affiliates in connection with certain mergers and acquisition transactions; (ii) acted as arranger, bookrunner and/or lender for Vestar and certain of its portfolio companies, including Civitas, and affiliates in connection with the financing for various acquisition transactions; and (iii) acted as underwriter, initial purchaser and placement agent for various equity and debt offerings undertaking by Vestar and certain of its portfolio companies, including Civitas, and affiliates. During the two-year period ended December 18, 2018, Barclays has received compensation for investment banking services provided by its investment banking division to Vestar and certain of its affiliates and portfolio companies of approximately $6.2 million.

In addition, Barclays and its affiliates in the past have provided, currently are providing, or in the future may provide, investment banking services to Centerbridge and certain of its affiliates and portfolio companies, and have received or in the future may receive customary fees for rendering such services. Specifically, in the past two years, Barclays and its affiliates (i) acted as financial advisor to Centerbridge and certain of its portfolio companies and affiliates in connection with certain mergers and acquisition transactions; (ii) acted as arranger, bookrunner and/or lender for Centerbridge and certain of its portfolio companies in connection with the financing for various acquisition transactions; and (iii) acted as underwriter, initial purchaser and placement agent for various equity and debt offerings undertaking by Centerbridge and certain of its affiliates and portfolio companies. During the two-year period ended December 18, 2018, Barclays has received compensation for investment banking services provided by its investment banking division to Centerbridge and certain of its affiliates and portfolio companies of approximately $34.4 million.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of their business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Civitas, Vestar and Centerbridge and certain of the portfolio companies and/or affiliates of Vestar and Centerbridge for their own account and for the accounts of their customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Certain Unaudited Prospective Financial Information

The Company does not, as a matter of course, generally publish detailed business plans and strategies or make external disclosures of its anticipated financial position or results of operations. However, in connection with the

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negotiation of the merger and the other transactions contemplated by the merger agreement and the Civitas board of directors’ evaluation of opportunities for a potential sale of the Company, the Company prepared certain non-public unaudited financial forecasts regarding the Company’s projected future operations for fiscal years ending September 30, 2019 through September 30, 2023. As described in greater detail below, the financial forecasts under the heading “—Base Case Projections” were furnished to active bidders that had executed confidentiality agreements (including Centerbridge) and the financial forecasts under the headings “—Base Case Projections” and “—Hybrid Case Projections” below were provided to the Board and Barclays for its use in connection with its financial analyses of the merger and opinion. We refer to these unaudited financial forecasts as the “Financial Projections.” A summary of the Financial Projections is included below.

While the Financial Projections were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying the Financial Projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which the Company operates, and the risk and uncertainties described under “Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of the Company and, upon consummation of the merger, will be beyond the control of Parent and the Surviving Corporation. The Company’s stockholders are urged to review the Company’s SEC filings for a description of risk factors with respect to the Company’s business. There can be no assurance that the underlying assumptions will prove to be accurate or that the projected results will be realized, and actual results likely will differ, and may differ materially, from those reflected in the Financial Projections, whether or not the merger is completed. The inclusion in this proxy statement of the summary of the Financial Projections below should not be regarded as an indication that the Company, the Civitas boards of directors, Centerbridge or their respective financial advisors considered, or now considers, these forecasts to be a reliable predictor of future results.

The Financial Projections are based upon certain assumptions made by the Company’s management. Among other assumptions made, including those noted below, the Financial Projections assume that the Company would continue to operate as a standalone company and do not reflect any impact of the merger or the failure of the merger to occur.

The Financial Projections summarized below reflected the estimates and judgments available to the Company’s management at the time they were prepared. The Financial Projections do not take into account any updates for circumstances or events occurring after the date the Financial Projections were prepared. None of the Company, Centerbridge, Parent or Merger Sub or, after completion of the merger, the Surviving Corporation undertakes any obligation, except as required by law, to update or otherwise revise the Financial Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions.

By including the summary of the Financial Projections below, neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the actual performance of the Company compared to the information contained in the Financial Projections. Further, the inclusion of the summary of the Financial Projections in this proxy statement does not constitute an admission or representation by the Company that this information is material.

The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in its public filings with the SEC. The Civitas stockholders are cautioned not to place undue, if any, reliance on the Financial Projections.

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All of the Financial Projections summarized below were prepared by and are the responsibility of the Company’s management. The Company’s auditor has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, the Company’s auditor does not express an opinion or any other form of assurance with respect thereto. The report of the Company’s auditor included in the Company’s SEC filing incorporated by reference in this proxy statement relates to the Company’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

The Financial Projections were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial data, published guidelines of the SEC regarding forward-looking statements or generally accepted accounting principles in the United States (“GAAP”).

The Financial Projections include certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA (in each case, as defined below). The Company’s management included forecasts of EBITDA and Adjusted EBITDA in the Financial Projections because the Company’s management believes such metrics provide useful information because they are commonly used by investors to assess financial performance and operating results of ongoing business operations, and because the Company’s management also believes that EBITDA and Adjusted EBITDA could be useful in evaluating the business, potential operating performance and cash flow of the Company. Management believes that Adjusted EBITDA is important because it provides a more transparent view of the Company’s underlying performance and operating trends. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as presented in this proxy statement may not be comparable to similarly titled amounts used by the Company or other companies. The footnotes to the tables below provide certain supplemental information with respect to the calculation of non-GAAP financial measures.

The summary of the Financial Projections below is not included in this proxy statement to induce any stockholder to vote in favor of the adoption of the merger agreement, including whether or not to seek appraisal rights with respect to shares of Civitas common stock held by any stockholder, or any other proposals to be voted on at the special meeting, but rather the summary of the Financial Projections below is included because the Financial Projections were made available to the Civitas board of directors and Barclays.

Base Case Projections

The Financial Projections set forth under this heading (the “Base Case Projections”) were provided to the Civitas board of directors on September 27, 2018 for discussion at the meeting of the Civitas board of directors on October 1, 2018, at which meeting the Board approved the use of them at upcoming management presentations with the potential acquirors, as described in “—Background of the Merger” beginning on page 31.

The Base Case Projections assume (1) acquisition spend of $60 million annually; (2) modest improvement in labor costs in the Company’s CSS, CFS and SRS Operating Groups; and (3) modest improvement in general and administrative costs in the Company’s ADH Operating Group and corporate. The Financial Projections also included revenue (if applicable) and EBITDA of four separate strategic initiatives that the Company had reviewed and was in various stages of developing and implementing. These initiatives included (1) streamlining the Company’s procurement methods and systems to better leverage its purchasing power (the “Procurement Proposal”), (2) offering pharmaceutical services to individuals that the Company supports (the “Pharmacy Proposal”); (3) creating greater efficiencies with the Company’s billing systems; and (4) accelerating new start programs in the Company’s adult day health operating group. All of these initiatives had been considered in fiscal year 2018 or prior and were in various stages of review and implementation.

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The following table sets forth a summary of the Base Case Projections:

Reconciliations of non-GAAP financial measures used in the Financial Projections to the most directly comparable GAAP measures are provided below:

Hybrid Case Projections

At a meeting on December 7, 2018, the Board again reviewed the Company’s Financial Projections in light of the Company’s actual results for fiscal year 2018 and also again reviewed the status of each strategic initiative the Company was exploring and had included in its Financial Projections. Given that each of the strategic initiatives were at various stages of review and implementation, management recommended that the Board consider a “hybrid” view of the Financial Projections, as described in “—Background of the Merger” beginning on page 31. They are the Financial Projections under this heading below (the “Hybrid Case Projections”). Because the Procurement Proposal and Pharmacy Proposal had been progressing in terms of development of a business plan and implementation timeline, and because the other initiatives had not progressed while the Company was in its sale process, management recommended a hybrid view that included revenues from the Pharmacy Proposal but delayed any receipt of revenue in respect of such proposal until fiscal year 2020. Similarly, the hybrid model did not include any savings from its Procurement Proposal until fiscal year 2020. The Hybrid Case Projection did not include any revenues or cost saving from the other two initiatives. The Hybrid Case Projections were provided to the Board and Barclays for its use in connection with its financial analyses of the merger and opinion but were not provided to the active bidders, who had been provided with the Base Case Projections and Civitas believed were making their own assumptions about the Company.

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The following table sets forth a summary of the Hybrid Case Projections:

For a description of non-GAAP financial measures, see the footnotes to the table of projections set forth under “—Base Case Projections.”

Reconciliations of non-GAAP financial measures used in the Financial Projections to the most directly comparable GAAP measures are provided below:

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the merger agreement and the merger, you should be aware that the Company’s executive officers and directors have economic interests in the merger that are different from, or in addition to, those of Civitas stockholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in reaching its decision to determine that the merger and the other Transactions are fair to, and in the best interests of, the Company and its stockholders, approve and declare advisable the execution, delivery and performance of the merger agreement and consummation of the merger upon the terms and subject to the conditions contained in the merger agreement and recommend that the stockholders of the Company vote for a proposal to adopt the merger agreement, for an advisory and non-binding proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and for a proposal to approve one or more adjournments of the special meeting of stockholders to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. These material interests are summarized below.

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Treatment of Shares of Civitas Common Stock and Outstanding Equity Awards

With respect to shares of Civitas common stock that the Company’s directors and executive officers beneficially own, the Company’s directors and executive officers will receive the same cash consideration per share of Civitas common stock on the same terms and conditions as the other Civitas stockholders.

Civitas equity awards outstanding immediately prior to the effective time will generally be subject to the following treatment in accordance with the merger agreement and as permitted under the Civitas 2014 Omnibus Incentive Plan (the “company equity plan”), unless otherwise agreed to by the parties:

Holders of Civitas equity awards at the effective time will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

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Summary of Estimated Equity Award Payments

The table below sets forth, for each of the Company’s executive officers and directors, (i) the number of outstanding unvested Company stock options with exercise prices in excess of the merger consideration, (ii) the number of TRSUs outstanding and (iii) the number of PSUs granted on or after December 8, 2017 outstanding, assuming performance conditions applicable to awards with open performance periods are satisfied at target performance, in each case, that was held by such executive officer and director as of January 17, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement/prospectus. The table below does not attempt to forecast any grants, additional issuances, dividends or forfeitures of equity-based awards following the date of this proxy statement/prospectus. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest in accordance with their terms.

The table below also sets forth the total amount, based on the number of equity-based awards determined as described above, per individual, payable in respect of such equity-based awards on the closing date, which we assume to be January 17, 2019 for these purposes, and assuming the employment of each executive officer is terminated without “cause” on such date, with such amounts calculated by multiplying the number of Company stock options by the excess of the merger consideration over the exercise price per share of Company common stock, and by multiplying the number of shares of TRSUs and PSUs by the merger consideration, or $17.75 per share.

Company executive officers also hold shares of Company common stock and vested stock options, which, in the case of such stock options provided they remain unexercised on the closing date, will be canceled in exchange for the excess, if any, of the merger consideration over the exercise price per share of Company common stock, as described above. The number and value of vested Company stock options and shares of Company common stock held by Company executive officers is not included in the table below.

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Individual Employment Arrangements

Our executive officers each have an employment agreement with the Company that provides for severance benefits to be paid to the executive officer if the agreements is not renewed by the Company or the Company terminates the executive officer’s employment without “cause” or the executive officer resigns for “good reason”, each as defined in the applicable agreement. Mr. Petersen retired on September 30, 2018, and accordingly, no severance entitlements could be triggered for Mr. Petersen in connection with this Transaction.

The employment agreement with Mr. Nardella (the “Nardella Agreement”) was initially entered into in 2013 and renews automatically each year for a one-year term, unless terminated earlier by the parties. The Nardella Agreement provides for an initial base salary of $575,000 per year, subject to review and adjustment from time to time, with an annual bonus from the incentive compensation plan equal to no less than Mr. Nardella’s base salary if we reach certain yearly determined performance objectives. Under the terms of the Nardella Agreement, if Mr. Nardella’ employment agreement is not renewed by the Company or he is terminated by us without “cause” or Mr. Nardella resigns with “good reason”, then he will be, subject to timely execution and non-revocation of a release, entitled to (i) continued payment of his base salary for two years following the date of such termination, (ii) a lump sum payment of an amount equal to his target bonus for the year in which such termination occurs, payable on or before the last day of each of the two full calendar years following the date of his termination, (iii) a lump sum payment of a pro rata incentive compensation amount for the year in which such termination occurs, based on actual performance as of the date of termination, if termination occurs within the second half of the year, and (iv) a monthly payment of $2,000 for two years. The definition of “cause” includes the commission of fraud or embezzlement, an indictment or conviction for a felony or a crime involving moral turpitude or a plea of nolo contendere involving such crime (to the extent such crime results in an adverse effect on the business or reputation of the Company), willful misconduct, violation of any material written policy of the Company, material neglect of duties, failure to comply with reasonable Board directives and material breach of any agreement with us or our securityholders or affiliates. The definition of “good reason” includes a change in title, duties and responsibilities that is materially inconsistent with his position in the Company, a material reduction in Mr. Nardella’s annual base salary or annual bonus opportunity (subject to certain exclusions), a material breach by us of the Nardella Agreement, and relocation of Mr. Nardella’s principal place of work from its current location to a location that is beyond a 50-mile radius of such location. Under the terms of the Nardella Agreement, if Mr. Nardella is terminated due to death or disability, he will be entitled to accelerated vesting of a pro rata portion of his unvested time-based equity awards under our 2014 Omnibus Incentive Plan and if Mr. Nardella is terminated (other than for “cause” and other than due to death or disability) within six months prior to or 24 months following a change in control, he will be entitled to (i) the same severance payments as provided for in the event of a nonrenewal of employment agreement or a termination without “cause” or for “good reason” and (ii) accelerated vesting of all of his unvested time-based equity awards under our 2014 Omnibus Incentive Plan. The payment of severance benefits will be conditioned upon the timely execution and non-revocation of a release. The Nardella Agreement contains provisions pursuant to which Mr. Nardella has agreed not to disclose our confidential information. Mr. Nardella has also agreed not to solicit our employees or contractors, nor compete with us for a period of two years after his employment with us has been terminated.

In connection with our initial public offering, we entered into new employment agreements with each of Messrs. Holler, Petersen and J. Cohen. On November 6, 2015, we entered into an employment agreement with Brett Cohen, effective November 30, 2016. Other than Mr. Nardella, each named executive officer’s employment agreement (i) provides for an employment term of one year with automatic renewals unless terminated in accordance with the agreement, (ii) specifies the executive’s position, duties, annual base salary and target bonus and (iii) provides for customary business expense reimbursement. The employment agreements for these executive officers provide that if the executive officer’s employment agreement is not renewed by the Company

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or the executive officer is terminated without “cause” or resigns for “good reason,” then he or she will be, subject to timely execution and non-revocation of a release, entitled to (i) continued payment of his or her base salary for one year, (ii) a lump sum payment of an amount equal to his or her target bonus for the year in which such termination occurs, payable on or before the last day of the calendar year following the date of the executive officer’s termination, (iii) a lump sum payment of a pro rata bonus for the year in which such termination occurs, based on actual performance as of the date of termination, if termination occurs within the second half of the year, and (iv) a monthly payment of $2,000 for 24 months. If the executive officer is terminated due to death or disability, he or she is entitled to (i) payment of a pro rata bonus for the year in which such termination occurs and (ii) accelerated vesting of a pro rata portion of his or her unvested time-based equity awards under our 2014 Omnibus Incentive Plan. If the executive officer is terminated (other than for “cause” and other than due to death or disability) within six months prior to or 24 months following a change in control, he or she is entitled to (i) the same severance payments as provided for in the event of nonrenewal of employment agreement or a termination without “cause” or for “good reason,” except that the payment of his base salary will continue for 18 months instead of 12 months following such termination, and (ii) accelerated vesting of all of his or her unvested time-based equity awards under the 2014 Omnibus Incentive Plan. The employment agreements contain provisions pursuant to which each executive officer has agreed not to disclose our confidential information. Each executive officer also agreed not to solicit our employees or contractors, nor compete with us for a period of one year after his or her employment with us has been terminated.

New Management Arrangements

Prior to the effective date of the merger, some or all of the Company’s executive officers may discuss or enter into agreements, arrangements or understandings with Parent or its affiliates regarding the executive officers’ continuing employment or compensation and benefits, including equity incentive arrangements, on a going-forward basis following completion of the merger. No such new agreements, arrangements and understandings have been entered into as of the date of this proxy statement.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers that is based on or otherwise relates to the merger, which is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The individuals disclosed within this section and referred to as the “named executive officers” are the Company’s current principal executive officer, current principal financial officer, and three most highly compensated executive officers other than the principal executive officer and principal financial officer for the Company’s most recently completed fiscal year.

The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table. The calculations in the table below do not include amounts the Company’s executive officers were already entitled to receive or vested in as of January 17, 2019 or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all the salaried employees of the Company.

The table below assumes that (1) the effective time will occur on January 17, 2019, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment arrangement, (2) the named executive officer’s base salary remains unchanged from those in place as of January 17, 2019, (3) no named executive officer receives any additional equity grants or exercises any Civitas stock options on or prior to the effective time, and (4) no named executive officer enters into new agreements or is otherwise legally entitled to,

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prior to the effective time, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “—Treatment of Shares of Civitas Common Stock and Outstanding Equity Awards” and “—Individual Employment Arrangements” above.

Potential Change in Control Payments to Named Executive Officers

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without “cause” or for “good reason” following the completion of the merger, as described above. The amounts shown in this column are based on the compensation and benefit levels in effect on January 17, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement/prospectus; therefore, if compensation and benefit levels are changed after such date, actual payments to an executive officer may be different than those provided for above.

The cash payments described in this column (2) include the following components:

Mr. Petersen’s employment terminated on September 30, 2018, and accordingly no severance benefits with respect to Mr. Petersen are included herein.

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Set forth below are the values attributable to the Cash-Out Awards (“single trigger” awards), and the values attributable to the Deferred Cash Awards (“double trigger awards”).

Single Trigger Awards: Cash-Out Awards

Double Trigger Awards: Deferred Cash Awards

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Any amounts shown in the tables above that are subject to the golden parachute excise tax under Section 4999 of the Internal Revenue Code may be subject to reduction to the extent such reduction would result in the named executive officer retaining a greater after-tax amount of such payment.

Employee Compensation

Pursuant to the merger agreement, for a period of one year following the effective time (the “continuation period”), the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause each individual who is employed by the Company or its subsidiaries immediately prior to the effective time and who continues employment with Parent or any of its subsidiaries, including the Surviving Corporation (each, a “continuing employee”) to be provided with the following: (i) base salary or wages that are no less favorable in the aggregate than such employee’s base salary or wages immediately prior to the effective time, (ii) annual target incentive opportunities that are no less favorable in the aggregate to those provided to such continuing employees immediately prior to the effective time, and (iii) other compensation and benefits (excluding equity-based compensation and any pension, post-retirement or deferred compensation benefits) that are substantially comparable in the aggregate to those provided to such continuing employees immediately prior to the effective time.

Director and Officer Indemnification and Insurance

Pursuant to the merger agreement, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, honor and fulfill the obligations of the Company and any of its subsidiaries pursuant to any written indemnification agreements that have been made available to Parent between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors

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or officers, on the other hand (collectively, the “indemnified persons”). In addition, during six year period following the effective time, the Surviving Corporation and its subsidiaries must maintain in effect indemnification, exculpation and advance of expenses provisions in their respective organizational documents which are at least as favorable as the provisions contained in such organizational documents as of the date of the merger agreement.

The merger agreement further provides that the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless each indemnified person from and against any reasonable costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, penalties, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising out of (i) the fact that an indemnified person is or was a director or officer of the Company or such subsidiary or affiliate, or (ii) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director or officer of the Company or any of its subsidiaries or other affiliates, including in connection with the merger or taken at the request of the Company or such subsidiary or affiliate, regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the effective time. In connection with any such proceeding, the Surviving Corporation will advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel, which counsel will be reasonably acceptable to the Surviving Corporation) as incurred by any indemnified person in defense of such proceeding.

Parent will, or will cause the Surviving Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person currently covered by the Company’s D&O policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the merger agreement, provide that Parent and the Surviving Corporation will not be obligated to pay any amounts which would exceed 300% of the amount paid by the Company for its last full policy period under its existing D&O policy.

Financing of the Merger

On December 18, 2018, Parent entered into an equity commitment letter with CCP III, pursuant to which CCP III has committed to, directly or indirectly, invest and contribute to Parent immediately prior to the effective time of the merger with an aggregate equity contribution equal to $430 million (the “equity financing”). The equity financing will be used by Parent solely to fund the merger consideration payable to the stockholders of the Company and holders of Options, TRSUs and PSUs pursuant to and in accordance with the merger agreement at the closing of the merger, together with related fees and expenses of Parent. The obligation of CCP III to make the equity financing is subject to the satisfaction or waiver, prior to or contemporaneously with the closing of the merger, of the following conditions:

The equity commitment letter provides, among other things, that the Company is an express third party beneficiary thereof with the right to cause Parent to enforce CCP III’s obligation to fund the equity financing, subject to the terms of the equity commitment letter and the merger agreement. The equity commitment letter provides that it may be amended or waived in writing by CCP III and Parent, provided that any amendment, waiver or modification that is adverse to the Company’s express rights in the equity commitment letter shall require the prior written consent of the Company.

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CCP III’s obligations under the equity commitment letter expire and terminate automatically and immediately upon the earliest to occur of:

Goldman Sachs Bank USA, UBS AG, Stamford Branch, RBC Capital Markets LLC, KeyBank National Association, Fifth Third Bank, Bank of Montreal and certain other lenders (collectively, the “Lenders”), together with certain of their respective affiliates, have committed under that certain amended and restated commitment letter dated January 17, 2019 (the “Debt Commitment Letter”) to provide Parent, directly or indirectly, with debt financing in an aggregate principal amount sufficient, together with the equity financing, to consummate the merger and as otherwise provided in the merger agreement. The obligations of the Lenders to provide debt financing under the Debt Commitment Letter is subject to customary terms and conditions for financings of this type. Under the Debt Commitment Letter, the Lenders have committed to provide an aggregate principal amount of $1,180 million in debt financing, consisting of $980 million in senior secured first-lien credit facilities (consisting of a $125 million revolving credit facility, a $50 million funded letter of credit facility and a $805 million first-lien term loan facility) and a $200 million senior secured second-lien term loan facility.

The Lenders’ obligation to provide the debt financing under the Debt Commitment Letter is subject to customary conditions precedent for financings of this type, including the following (subject to certain exceptions and qualifications as set forth in the Debt Commitment Letter):

The commitment of the Lenders under the Debt Commitment Letter expires upon the earliest of (1) five business days after the end date under the merger agreement as in effect on December 18, 2018 (if the initial borrowing has not occurred prior to that date), (2) the valid termination of the merger agreement without the use of the debt financing, and (3) the completion of the merger with or without the use of the debt financing. In addition, subject to certain surviving provisions and obligations, Merger Sub may at any time terminate in whole, but not in part, the commitments under the Debt Commitment Letter.

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Limited Guarantee

In connection with the entry into the merger agreement, on December 18, 2018, CCP III executed and delivered to the company a limited guarantee, pursuant to which CCP III has agreed to guarantee the performance and discharge of the payment of the termination fee of $40 million, if required to be paid under the terms of the merger agreement, and certain costs and expenses associated therewith and certain other reimbursement obligations, with a maximum liability that cannot exceed $45 million.

Voting Agreement

Concurrently with the execution and delivery of the merger agreement, the Vestar Stockholders, which collectively held approximately 54% of the outstanding shares of Civitas common stock as of December 17, 2018, delivered to Parent and Merger Sub the Voting Agreement. As of the record date, the Vestar Stockholders collectively held approximately [●]% of the outstanding shares of Civitas common stock. The shares held by the Vestar Stockholders constitute a majority of the outstanding shares of Civitas common stock and are sufficient to approve the adoption of the merger agreement and the other proposals described in this proxy statement. The form of the Voting Agreement is attached to this proxy statement as Annex B.

Pursuant to the terms of the Voting Agreement, the Vestar Stockholders agreed, among other things, to vote the Vestar Securities: (i) in favor of the approval of the merger agreement and the approval of the merger and the other Transactions; (ii) against any action, proposal, or agreement that would result in any of the conditions to the Company’s obligations under the merger agreement not being fulfilled; and (iii) against any Acquisition Proposal or Acquisition Transaction (in each case as described under “The Merger Agreement—Non-Solicitation”) or other transaction that is intended to, or would impede, delay, postpone or otherwise adversely affect the consummation of the merger or any of the other Transactions.

Subject to certain exceptions, the Voting Agreement prohibits transfers by the Vestar Stockholders of any of the Vestar Securities prior to the termination of the Voting Agreement and certain other actions that would impair the ability of the Vestar Stockholders to fulfill their obligations under the Voting and Support Agreement.

The Voting Agreement will terminate upon the earliest to occur of (i) the effective time, (ii) the termination of the merger agreement in accordance with its terms (as described under “The Merger Agreement—Termination,” (iii) an agreement between the parties to terminate the Voting Agreement or (iv) a change of recommendation by the Board pursuant to the merger agreement (as described under “The Merger Agreement—Civitas Board Recommendation”).

Delisting and Deregistration of Civitas Common Stock

If the merger is completed, Civitas common stock will be removed from listing on the NYSE and deregistered under the Exchange Act and the Company will no longer file periodic reports with the SEC.

Regulatory Approvals

Antitrust Approvals

Under the HSR Act and the rules promulgated under that Act by the FTC, the transaction may not be completed until notifications have been given to the United States Department of Justice (the “Antitrust Division”) and the FTC and until the specified waiting period has been terminated or has expired. The initial waiting period is 30 days, but this period may be shortened if the reviewing agency grants “early termination” of the waiting period, or it may be lengthened if the parties “pull and refile” the notifications and/or the reviewing agency determines that further investigation is required and issues a formal request, or “second request,” for additional information and documentary material pursuant to 15 U.S.C. § 18a(e). The Company and Parent each filed a Premerger Notification and Report Form with the U.S. antitrust authorities pursuant to the HSR Act on January 4, 2019 and requested “early termination” of the waiting period. Due to the lapse in federal government funding, the U.S. antitrust authorities are operating with limited staff, and while both agencies are open to accept new filings, early termination of waiting periods will not be granted during the shutdown. In the event an

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appropriations bill is passed refunding the U.S. antitrust agencies and the waiting period has not yet expired, it is possible that early termination could then be granted. The government shutdown does not otherwise lengthen the HSR statutory waiting period. As such, the applicable waiting period is scheduled to expire on February 4, 2019 at 11:59 p.m., New York City time, unless otherwise terminated or extended by antitrust authorities.

Other Regulatory Matters

Parent, Merger Sub, the Company and/or their respective affiliates are required to make certain filings with governmental authorities in a number of states as a result of the businesses operated by the Company and its subsidiaries. The merger is not conditioned on such filings or the recipient of approval from any such state governmental authority.

U.S. Federal Income Tax Consequences of the Merger

The following summarizes the material U.S. federal income tax consequences of the merger that are generally applicable to stockholders of Civitas. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated under the Code, and existing administrative rulings and court decisions, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly with retroactive effect, and to differing interpretations. Any change could affect the validity of the following discussion. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax considerations described herein. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This discussion is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes, the alternative minimum tax or any aspects of the tax on “net investment income” imposed under Section 1411 of the Code. This discussion also does not address any special tax rules applicable to particular stockholders such as stockholders that are financial institutions, tax-exempt organizations, S corporations or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or an investor in such entities or arrangements), insurance companies, dealers in securities or traders in securities that elect to use a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, stockholders who acquired their shares of Civitas common stock pursuant to the exercise of compensatory stock options or otherwise in connection with the performance of services, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, U.S. expatriates, certain former citizens or long-term residents of the United States, any person who receives consideration other than cash in the merger (or any transaction related thereto), retirement plans or other tax-deferred accounts, and stockholders who hold their shares of Civitas common stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction. The following discussion does not address tax consequences to the persons subject to the base erosion and anti-abuse tax. This discussion is limited to holders who hold their shares of Civitas common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address the U.S. federal income tax consequences to holders who demand appraisal rights under Delaware law. In addition, the following discussion does not address non-income tax consequences or the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the merger (whether or not any such transactions are undertaken in connection with the merger).

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Civitas common stock that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation or an entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (a) that is subject to the primary supervision of a court within the United States and all of the substantial

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decisions of which one or more United States persons, as defined in Section 7701(a)(30) of the Code, have the authority to control, or (b) that has a valid election in effect under the applicable Treasury Regulations to be treated as a “United States person” under the Code.

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of shares of Civitas common stock that is neither a U.S. Holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes.

If a partnership or another entity or arrangement treated as a partnership for U.S. federal income tax purposes is the owner of shares of Civitas common stock, the tax treatment of the partner or owner in such partnership or other entity or arrangement will depend upon the status of the partner or owner and the activities of the partnership or other entity or arrangement. Accordingly, partnerships and other pass-through entities that hold shares of Civitas common stock and partners or owners of such partnerships or other entities, as applicable, should consult their own tax advisors regarding the tax consequences of the merger.

THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND ARE BASED UPON CURRENT LAW AS OF THE DATE HEREOF. HOLDERS OF SHARES OF CIVITAS COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS.

U.S. Holders

In General

The merger will be a taxable transaction for U.S. Holders. A U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the surrendered shares of Civitas common stock. A U.S. Holder’s adjusted tax basis in the shares of Civitas common stock is generally the amount paid for such shares of Civitas common stock (less the amount of any distribution received by such holder treated as a tax-free return of capital). If a U.S. Holder acquired different blocks of shares of Civitas common stock at different times or at different price, such U.S. Holder must determine gain or loss separately for each block of shares of Civitas common stock exchanged for cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and any such gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Civitas common stock is greater than one year as of the closing. A reduced rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

Cash consideration received by a U.S. Holder pursuant to the merger may be subject to backup withholding and information reporting. Backup withholding generally will apply only if the U.S. Holder fails to furnish a correct taxpayer identification number (“TIN”) or otherwise fails to comply with applicable backup withholding rules and certification requirements. Corporations are generally exempt from backup withholding. Each U.S. Holder should complete and sign the IRS Form W-9 (or substitute or successor form) included with the letter of transmittal and certify under penalties of perjury that such number is correct and that such U.S. Holder is not subject to backup withholding. If a U.S. Holder fails to provide the correct TIN or certification, payments received may be subject to backup withholding, currently at a 24% rate. Backup withholding is not an additional tax. Amounts so withheld can be credited against such U.S. Holder’s federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

In General

Subject to the discussion below in “—Backup Withholding”, a Non-U.S. Holder will generally not be subject to any U.S. federal income tax on any gain recognized upon such Non-U.S. Holder’s exchange of shares of Civitas

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common stock pursuant to the merger agreement unless (i) such Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a U.S. trade or business of the Non-U.S. Holder and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by such Non-U.S. Holder in the United States, or (iii) such Non-U.S. Holder’s shares of Civitas common stock constitute a “U.S. real property interest” under the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, which will generally be the case if, at any time during the shorter of the five-year period preceding the merger or the Non-U.S. Holder’s holding period for its shares of Civitas common stock, Civitas was a “United States real property holding corporation” and such holder held (actually or constructively) more than 5% of the shares of Civitas common stock.

If a holder is a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the merger and certain other conditions are satisfied, such holder will be subject to a 30% tax (or a lower rate under an applicable tax treaty) on the gain recognized in the merger (which may be offset by certain U.S.-source capital losses).

If a holder is a Non-U.S. Holder and any gain recognized in the merger is effectively connected with a U.S. trade or business (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), then the Non-U.S. Holder generally will be taxed in the same manner as a U.S. Holder. If the Non-U.S. Holder is a foreign corporation, it may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the U.S. and such Non-U.S. Holder’s country of residence.

The Company believes that it is not, and will not be as of the effective date of the merger, a “U.S. real property holding corporation.” However, there is no assurance that the IRS will not challenge that determination. In the event that the IRS were to successfully assert that the Company is a U.S. real property holding corporation, then any gain recognized on the sale of Civitas’ stock by a Non-U.S. Holder who or that held (actually or constructively pursuant to applicable stock ownership attribution rules) more than 5% of Civitas’ common stock at any time during the 5-year period ending on the effective date of the merger would be treated as effectively connected with the conduct of a trade or business within the United States and would therefore by subject to U.S. federal income tax at the graduated rates applicable to an individual or a corporation (depending on the Non-U.S. Holder’s status). Non-U.S. Holders should consult their tax advisors with respect to these rules.

Backup Withholding and Information

A Non-U.S. Holder is generally not subject to backup withholding and information reporting as described above under “—U.S. Holders—Backup Withholding and Information Reporting,” provided such Non-U.S. Holder properly certifies its non-U.S. status on an IRS Form W-8BEN, W-8 BEN-E, or another appropriate version of IRS Form W-8 or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts so withheld can be credited against such Non-U.S. Holder’s U.S. federal income tax liability, if any, and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A STOCKHOLDER’S INDIVIDUAL CIRCUMSTANCES OR TO CERTAIN TYPES OF STOCKHOLDERS MENTIONED ABOVE. MOREOVER, THE DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY NON-U.S., STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER. ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH SUCH STOCKHOLDER’S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER.

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THE MERGER AGREEMENT

The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which the Company incorporates by reference into this document. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The merger agreement has been included for your convenience to provide you with information regarding its terms, and we recommend that you read it in its entirety. The merger agreement is a contractual document that establishes and governs the legal relations between the Company, Parent and Merger Sub, and allocates risks between the parties, with respect to the merger.

The Merger

The merger agreement provides that, subject to the terms and conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into the Company and, as a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation. All of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation and all of the debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

The closing date of the merger (the “closing date”) will be on the second business day following the satisfaction or (to the extent permitted by the merger agreement) waiver of the conditions set forth in the merger agreement and described under “—Conditions to the Merger” below (other than those conditions that by their nature are to be satisfied on the closing date, but subject to the satisfaction or waiver of such conditions on the closing date), provided that, notwithstanding the satisfaction or waiver of the conditions set forth in the merger agreement, if the marketing period described under “—Financing Arrangements—Marketing Period” has not ended, the closing will not occur until the earlier of (i) a business day specified by Parent on not less than 3 business days prior written notice to the Company or (ii) the second business day following the end of the marketing period.

The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or such later time as Parent, Merger Sub and the Company may agree in writing and specify in the certificate of merger (the “effective time”).

The Merger Consideration and the Conversion of Capital Stock

At the effective time, by virtue of the merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any of the outstanding shares of Civitas common stock, each share of Civitas common stock that is issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive $17.75 in cash, without interest and subject to any applicable withholding taxes, other than:

Civitas Options, TRSUs, and PSUs will be treated as described under “—Civitas Stock Options, TRSUs and PSUs” below.

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Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the effective time will automatically be cancelled and converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and will thereafter represent ownership of shares of common stock of the Surviving Corporation.

Payment Procedures

At or prior to the effective time, Parent will select a nationally recognized bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the merger consideration to former holders of shares of Civitas common stock. At or prior to the effective time, Parent will deposit (or cause to be deposited) with the paying agent the cash funds necessary to pay for the shares of Civitas common stock converted into the right to receive the merger consideration.

Promptly following the effective time (but in no event later than three business days after the effective time), the Surviving Corporation will cause the paying agent to mail to each holder of record of a certificate that immediately prior to the effective time represented outstanding shares of Civitas common stock that were converted into the right to receive the merger consideration (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates to the paying agent) and (ii) instructions for effecting the surrender of the certificates in exchange for the merger consideration. Upon surrender of a certificate to the paying agent for cancellation, together with such letter of transmittal, duly executed, the holder of such certificate will be entitled to receive in exchange therefor the amount of cash into which the shares of Civitas common stock theretofore represented by such certificate are converted pursuant to the merger agreement and the certificate so surrendered will be cancelled.

A holder of shares of Civitas common stock in book-entry form will, upon receipt by the paying agent of an “agent’s message” (or such other evidence, if any, as the paying agent may reasonably request), be entitled to receive an amount equal to the aggregate merger consideration to which such holder is entitled thereunder and such shares of Civitas common stock will be cancelled.

If any cash deposited with the paying agent remains undistributed one year after the closing date, such cash will be delivered to Parent (or the Surviving Corporation as directed by Parent) and any former holder of shares of Civitas common stock entitled to payment of the merger consideration who had not theretofore complied with the merger agreement will thereafter look only to Parent for payment of its claim for the merger consideration (subject to applicable abandoned property, escheat and other similar laws).

If any certificate for shares of Civitas common stock is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, in such reasonable amount as it may direct, as indemnity against any claim that may be made against Parent, the Surviving Corporation or the paying agent with respect to such certificate, the paying agent will pay, in exchange for such lost, stolen or destroyed certificate, the applicable merger consideration to be paid in respect of the shares of Civitas common stock formerly represented by such certificate.

Representations and Warranties

The merger agreement contains representations and warranties made by the Company to Parent and Merger Sub and representations and warranties made by Parent and Merger Sub to the Company. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the merger agreement, including information contained in a confidential disclosure letter provided by the Company to Parent and Merger Sub in connection with the signing of the merger agreement (the “Company disclosure letter”). The Company disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Furthermore, some of those representations and warranties may not be accurate or complete as of

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any particular date because they are subject to a contractual standard of materiality different from that generally applicable to public disclosures to stockholders. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between the Company, Merger Sub and Parent rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about the Company, Merger Sub or Parent. This description of the representations and warranties is included to provide Civitas stockholders with additional information regarding the terms of the merger agreement. It is not intended to provide any other factual information about the Company, Parent or Merger Sub.

Civitas Representations and Warranties. In the merger agreement, the Company has made representations and warranties to Parent and Merger Sub with respect to, among other things:

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Materiality Standards. Many of the representations and warranties in the merger agreement made by the Company are qualified by a “materiality” or “material adverse effect on the Company” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect on the Company). For purposes of the merger agreement, a “Company material adverse effect” generally refers to any change, event, development, effect or circumstance that (i) has, or would be reasonably expected to have, a material adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) prevents or materially impairs or delays, or would be reasonably expected to prevent or materially impair or delay, the consummation of the merger.

However, the standard of “material adverse effect on the Company” generally excludes any adverse effect to the extent resulting from or arising out of:

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In the case of the excluded effects listed in the first, second, third, fourth, fifth, sixth and tenth bullets above, the merger agreement provides that if such effect has had a disproportionate adverse effect on the Company relative to other companies of a similar size operating in the industries in which the Company and its subsidiaries conduct business, then such effect may be taken into account in determining whether a Company material adverse effect has occurred, but only to the extent of the incremental disproportionate adverse impact or impacts on the Company.

Representations and Warranties of Parent and Merger Sub. In the merger agreement, Parent and Merger Sub made customary representations and warranties to the Company with respect to, among other things:

The representations and warranties contained in the merger agreement and in any certificate or other writing delivered pursuant to the merger agreement will not survive the effective time. This limit does not apply to any covenant or agreement of the parties which by its terms contemplates performance after the effective time.

Conduct of the Company’s Business During the Pendency of the Merger

Except as contemplated by the merger agreement, as set forth in the Company disclosure letter, as required by applicable law or as agreed to by Parent, from the date of the merger agreement until the earlier of the effective

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time or the termination of the merger agreement, the Company will, and will cause each of its subsidiaries to, use reasonable best efforts to:

In addition, except as expressly contemplated by the merger agreement, as set forth in the Company disclosure letter, as required by applicable law or as approved by Parent, between the date of the merger agreement and the effective time, the Company will not, nor will it permit any of its subsidiaries to:

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The Special Meeting

Pursuant to the terms of the merger agreement and in accordance with applicable law and the Company’s governing documents, the Company, acting through the Board, will take all action necessary to duly call, give notice of, convene and hold a special meeting of the Company’s stockholders as promptly as reasonably practicable following the mailing of the proxy statement for the purpose of obtaining the approval and adoption of the merger agreement and merger. The vote of Company stockholders sufficient to approve the merger agreement is referred to as the “requisite stockholder approval.”

Non-Solicitation

The merger agreement provides that from the date of the merger agreement until the earlier of the termination of the merger agreement or the effective time, the Company and its subsidiaries shall not, and shall cause their respective affiliates, directors, officers, employees, consultants, agents, representatives and advisors (collectively, “Representatives”) not to, directly or indirectly:

In addition, the Company will, and will cause its subsidiaries and its and their respective representatives to:

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For the purposes of the merger agreement, “Acquisition Proposal” means any offer or proposal to engage in an Acquisition Transaction, and “Acquisition Transaction” means any transaction involving:

Superior Proposals

Notwithstanding anything to the contrary contained in the merger agreement, prior to obtaining the requisite stockholder approval, the Company may participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of its subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its subsidiaries pursuant to a confidentiality agreement to any person or its representatives that has made, renewed or delivered to the Company a bona fide written Acquisition Proposal after the date of the agreement, provided that:

In the event that the Company engages in such actions, it will provide to Parent and Merger Sub any material non-public information or data that is provided to any person given such access that was not previously made available to Parent or Merger Sub prior to or substantially concurrently with the time it is provided to such person.

For the purposes of the merger agreement, “Superior Proposal” means any bona fide written Acquisition Proposal on terms that the Board (or a committee thereof) has determined in good faith (after consultation with

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its financial advisors and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and, if consummated, would be more favorable, from a financial point of view, to the stockholders of Civitas (in their capacity as such) than the merger with Parent (taking into account all legal, regulatory, financial, timing, financing, financing conditionality and other aspects of such proposal that the Board (or a committee thereof) reasonably determines to be relevant and the person making such proposal, and any revisions to the merger agreement and related documentation made or offered in writing by Parent prior to the time of such determination). For purposes of this definition, the ownership threshold referred to in the definition of “Acquisition Transaction” will be 45% instead of 15%.

Civitas Board Recommendation

Subject to the provisions described below, the Board has unanimously recommended that Civitas stockholders vote in favor of the adoption of the merger agreement and the merger at the special meeting (the “board recommendation”). The Board also agreed to include the board recommendation in this proxy statement. Subject to the provisions described below, the merger agreement provides that neither the Board nor any committee of the Board will:

Each of the foregoing actions is referred to as a “board recommendation change”. In addition, the Board may not cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement.

Notwithstanding the provisions described above, the merger agreement does not prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) promulgated under the Exchange Act, including making any “stop-look-and-listen” communication to the stockholders of the Company, or (ii) making any disclosure to its stockholders if the Board determines, in good faith, after consultation with outside counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided, that, subject to certain exceptions, no action contemplated hereby will constitute an adverse recommendation change.

Intervening Event

Notwithstanding the provisions described under “—Civitas Board Recommendation,” the Board may effect a board recommendation change in response to an Intervening event if the Board determines in good faith (after consultation with its financial advisors and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable law. For the purposes of the merger agreement, “intervening event” means a material event, change, effect, development, condition or occurrence that has affected, is affecting or would be reasonably likely to affect the business, financial condition or results of operations of the Company and

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its Subsidiaries, taken as a whole that (i) is not known by the Company Board (or a committee thereof) as of the date of this Agreement or that was not reasonably foreseeable to the Company Board (or a committee thereof) as of the date of this Agreement and (ii) does not relate to any Acquisition Proposal; provided, that in no event shall the following constitute, or be taken into account in determining the existence of, an intervening event: (A) the fact alone that the Company meets or exceeds any internal or published budgets, plans, forecasts or projections for any period, or (B) any changes alone after the date of this Agreement in the market price or trading volume of Civitas common stock.

The merger agreement provides that the Board may not effect such a board recommendation change unless:

Acquisition Proposal

Notwithstanding the restrictions set forth in the merger agreement, if the Company has received a bona fide written Acquisition Proposal that was not the result of a breach of the obligations set forth under “—Non-Solicitation” that the Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) constitutes a Superior Proposal, then the Board may (A) effect a board recommendation change with respect to such Superior Proposal; and/or (B) cause the Company to terminate the merger agreement and enter into a definitive Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently; provided, however, that the Board may not take any of the foregoing actions unless:

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Civitas Options, TRSUs and PSUs

Civitas equity awards outstanding immediately prior to the effective time will be subject to the following treatment:

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Holders of Civitas equity awards at the effective time will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

Financing Arrangements

Although the availability of financing is not a condition precedent to the obligations of Parent or Merger Sub to consummate the merger, each of Parent, Merger Sub and the Company have agreed to take certain actions in connection with the arrangement of the debt and equity financing for the merger.

Obligations of Parent. Subject to certain exceptions, the merger agreement prohibits Parent from terminating or modifying the debt commitment letter in any manner that would reasonably be expected to reduce the amount of debt financing available at closing (unless replaced by an equivalent increase in equity financing), impose new or additional conditions to the receipt of the financing or otherwise delay or prevent the consummation of the merger or the timely funding of the debt financing. Parent and Merger Sub will use their reasonable best efforts to take all actions necessary, proper and advisable to arrange and obtain the debt and equity financing on the terms and conditions described in the debt and equity commitment letters, respectively, and to keep the Company reasonably informed about the status of the debt financing arrangements. In the event the debt financing becomes unavailable, Parent will use its reasonable best efforts to obtain alternative financing on conditions not less favorable in any respect to Parent or Merger Sub than those contained in the original debt commitment letter, provided that Parent and Merger Sub will not be required to pay fees or agree to pay interest rates in amounts in excess of those contemplated in the original debt commitment letter, or to obtain equity financing in excess of the amount contemplated by the equity commitment letter.

Marketing Period. The merger agreement provides for a marketing period with respect to the debt financing (the “marketing period”) which will consist of a 15 business day period beginning on the first business day after Parent has received certain Company financial statements required to be delivered pursuant to the debt commitment letter, provided that the marketing period will not begin on or before January 31, 2019. If the debt financing is obtained prior to the end of the marketing period, the marketing period will terminate on such earlier date.

Financing Cooperation by the Company. The Company has agreed to use its reasonable best efforts to provide, and to cause its subsidiaries and their respective representatives to use their reasonable best efforts to provide, Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the debt commitment letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the debt financing, including making management available to participate in a reasonable number of ratings agency meetings and to assist Parent and its debt financing sources with the preparation of definitive financing documents, customary rating agency and lender presentations and similar documentation.

Directors’ and Officers’ Indemnification and Insurance

Pursuant to the merger agreement, the Surviving Corporation and its subsidiaries will, and Parent will cause the Surviving Corporation and its subsidiaries to, honor and fulfill the obligations of the Company and any of its subsidiaries pursuant to any written indemnification agreements that have been made available to Parent between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors or officers, on the other hand (collectively, the “indemnified persons”). In addition, during six year period following the effective time, the Surviving Corporation and its subsidiaries must maintain in effect indemnification, exculpation and advance of expenses provisions in their respective organizational documents which are at least as favorable as the provisions contained in such organizational documents as of the date of the merger agreement.

The merger agreement further provides that the Surviving Corporation will (and Parent will cause the Surviving Corporation to) indemnify and hold harmless each indemnified person from and against any reasonable costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, penalties, fines,

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losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding arising out of (i) the fact that an indemnified person is or was a director or officer of the Company or such subsidiary or affiliate, or (ii) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director or officer of the Company or any of its subsidiaries or other affiliates, including in connection with the merger or taken at the request of the Company or such subsidiary or affiliate, regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the effective time. In connection with any such proceeding, the Surviving Corporation will advance all reasonable fees and expenses (including reasonable fees and expenses of any counsel, which counsel will be reasonably acceptable to the Surviving Corporation) as incurred by any indemnified person in defense of such proceeding.

Parent will, or will cause the Surviving Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person currently covered by the Company’s D&O policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the merger agreement, provide that Parent and the Surviving Corporation will not be obligated to pay any amounts which would exceed 300% of the amount paid by the Company for its last full policy period under its existing D&O policy.

Other Covenants and Agreements

Access to Information; Confidentiality. The Company will afford Parent and its representatives (including financing sources) reasonable access during normal business hours (upon reasonable advance request provided in writing) to the properties, books and records and personnel of the Company, and shall will available to Parent and its representatives all other information, agreements and documents concerning its business, properties and personnel as Parent and its representatives may reasonably request in connection with the Transactions, in each case consistent with applicable law.

Notwithstanding the foregoing, the Company may restrict or prohibit access to documents or information to the extent that (i) any contract in effect as of the date of the merger agreement or applicable law requires the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (iii) access to a contract to which the Company or any of its subsidiaries is a party or otherwise bound as of the date hereof would violate or cause a default pursuant to, or give a third person the right to terminate or accelerate the rights pursuant to, such contract; or (d) access would result in the disclosure of any trade secrets of third parties.

The merger agreement requires Parent and Merger Sub to keep confidential all information provided by the Company or its representatives in accordance with the confidentiality agreement entered into by the parties in connection the merger negotiations, except that Parent may share such information with prospectus financing sources, financial institutions and investors in connection with the debt finance, in each case subject to such confidentiality agreement.

Proxy Statement; The Special Meeting. The merger agreement required the Company (with the assistance and cooperation of Parent and Merger Sub as reasonably requested by the Company) to prepare and file the preliminary proxy statement relating to the special meeting with the SEC as promptly as practical following the date of the merger agreement (and in any event not later than January 23, 2019). The Company will use its reasonable best efforts to cause this proxy statement and any other filing required by the SEC to comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules of the SEC and the NYSE. The Company may not make any such filing with the SEC unless it has provided Parent and its counsel with a reasonable opportunity to review and comment on such filing and has considered such comments in good faith. The Company is required to call the special meeting as described under “—Special Meeting.”

Public Announcements. Parent and the Company will consult with each other before issuing any press release or other public statements with respect to the merger and the other Transactions, and will not issue any such press

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release or make any such public statement with the consent of such other party, except as may be required by applicable law, court process or the applicable rules of the NYSE and except as contemplated, permitted or required by the merger agreement.

Stockholder Litigation. Until the effective time, Parent and Merger Sub, on the one hand, and the Company, on the other hand, must: (i) provide the other parties with prompt notice of, and keep such parties reasonably informed about, any litigation relating to the transactions; (ii) give such parties the opportunity to participate in (but not control) the defense, settlement or prosecution of such litigation; and (iii) consult with such parties with respect to the defense, settlement and prosecution of such litigation. In no event may any party compromise or settle, or agree to compromise or settle, any such litigation unless the other parties have consented in writing (which consent will not be unreasonably withheld, conditioned or delayed).

Antitrust Approvals. The merger agreement required each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, to file the applicable Premerger Notification and Report Form with the U.S. antitrust authorities within 10 business days of the execution of the merger agreement. Such filings were made on January 4, 2018. See “The Merger—Regulatory Approvals—Antitrust Approvals.” Each party is required to cooperate and coordinate with the other parties and to provide any additional information that may be required or requested by the U.S. antitrust authorities or any other applicable governmental authority as promptly as reasonably practicable. Each of Parent, Merger Sub and the Company will take all action necessary, proper or advisable to (1) cause the expiration or termination of the applicable waiting periods pursuant to the HSR Act and any other antitrust law applicable to the merger agreement and the merger; and (2) obtain any required approvals or consents pursuant to any antitrust law applicable to merger agreement or the merger, in each case as promptly as practicable and in any event prior to the outside date.

Anti-Takeover Laws. The Company and the Board have agreed to (a) take all actions within their power to ensure that no “anti-takeover” statute or similar statute or regulation is or becomes applicable to the merger agreement or the Transactions, and (b) if any “anti-takeover” statute or similar statute or regulation becomes applicable to the merger agreement or the Transactions, take all action within their power to ensure that the merger and the other Transactions may be consummated as promptly as reasonably practicable on the terms contemplated by the merger agreement and otherwise to minimize the effect of such statute or regulation on the merger and the Transactions.

Reasonable Best Efforts

Each of the parties to the merger agreement must use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the merger and the other Transactions, including (i) causing the conditions set forth under “—Conditions to the Merger” to be satisfied; (ii) obtaining all necessary or advisable consents, waivers, approvals, orders and authorizations from governmental authorities for the purposes of consummating the merger, and making all necessary or advisable registrations, declarations and filings with governmental authorities for the purposes of consummating the merger; (iii) obtaining all consents, waivers and approvals and delivering all notifications pursuant to any material contracts in connection with the merger agreement and the consummation of the merger; and (iv) executing and delivering any contracts and other instruments that are reasonably necessary to consummate the merger. In addition, each of the parties has agreed that it will not take any action, or fail to take any action, that is intended to or has the effect of preventing, impairing, delaying or otherwise materially adversely affecting the consummation of the merger or the ability of such party to perform its obligations pursuant to the merger agreement.

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Conditions to the Merger

The respective obligation of each party to effect the merger is subject to the satisfaction or waiver on or prior to the effective time of certain conditions, including, among other conditions, the following:

The obligation of Parent and Merger Sub to effect the merger is subject to the satisfaction or waiver on or prior to the effective time of certain conditions, including, among other conditions, the following:

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The obligation of the Company to effect the merger is subject to the satisfaction or waiver on or prior to the effective time of certain conditions, including, among other conditions, the following:

For the purposes of the merger agreement, “Parent material adverse effect” means any effect that, individually or in the aggregate, prevents or materially impairs or delays, or would reasonably be expected to prevent or materially impair or delay, the ability of Parent or Merger Sub to perform its obligations under the merger agreement or to consummate the merger and the other Transactions.

Termination of the Merger Agreement

The Company and Parent may terminate the merger agreement by mutual written agreement at any time before the closing date. In addition, either Parent or the Company may terminate the merger agreement at any time before the closing date:

Parent may also terminate the merger agreement if:

The Company may also terminate the merger agreement if:

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Termination Fees and Expenses

Except as expressly set forth in the merger agreement, all fees and expenses incurred in connection with the merger agreement, the merger and the other Transactions will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.

Company Termination Fee. The Company will pay to Parent (or its designee) a fee of $20 million in connection with the termination of the merger agreement (the “Company termination fee”) under the following circumstances:

Parent Termination Fee. Parent will pay to the Company (or its designee) a fee of $40 million in connection with the termination of the merger agreement (the “Parent termination fee”) under the following circumstances:

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The Company and Parent acknowledged, respectively, in the merger agreement that in no event will the Company termination fee or the Parent termination fee be payable by the Company or Parent, as applicable, on more than one occasion.

Effect of Termination

Any valid termination of the merger agreement will become effective immediately upon delivery of written notice by the terminating party to the other parties. Following such termination, the merger agreement will be of no further force and effect, except that any obligation to pay the Company termination fee or the Parent termination fee, as applicable, and certain obligations relating to the reimbursement of Company expenses will survive the termination of the merger agreement.

Employee Compensation and Benefits

For the continuation period, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause each individual who is a continuing employee to be provided with the following: (i) base salary or wages that are no less favorable in the aggregate than such employee’s base salary or wages immediately prior to the effective time, (ii) annual target incentive opportunities that are no less favorable in the aggregate to those provided to such continuing employees immediately prior to the effective time, and (iii) other compensation and benefits (excluding equity-based compensation and any pension, post-retirement or deferred compensation benefits) that are substantially comparable in the aggregate to those provided to such continuing employees immediately prior to the effective time.

To the extent that any existing employee plan is made available to any continuing employee at or after the effective time, the Surviving Corporation will, to the extent allowed under applicable law, credit such continuing employee for all service with the Company and its subsidiaries prior to the effective time for purposes of eligibility to participate, vesting and entitlement to benefits for the purposes of such plan. The merger agreement provides that each continuing employee will be immediately eligible to participate, without any waiting period, in any new employee benefit or compensation plans sponsored by the Surviving Corporation and its subsidiaries to the extent that coverage pursuant to any such new plan replaces coverage pursuant to a comparable existing employee plan in which such continuing employee participates immediately before the effective time. With respect to any continuing employee’s participation in a new plan providing life insurance, medical, dental pharmaceutical, vision or disability benefits to any continuing employee, the Surviving Corporation will cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such new plan to be waived to the same extent such requirements were waived or satisfied under the comparable existing employee plan, and the Surviving Corporation will cause any eligible expenses incurred during the portion of the plan year ending on the date that such continuing employee’s participation in the corresponding new plans begins to be given full credit pursuant to such new plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such new plan. The Surviving Corporation will credit the accounts of continuing employees pursuant to any new plan that is a flexible spending plan with any unused balance in the account of such continuing employee. Any vacation or paid time off accrued but unused by a continuing employee as of

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immediately prior to the effective time will be credited to such continuing employee following the effective time, and will not be subject to accrual limits or other forfeiture and shall not limit future accruals.

Specific Performance

The merger agreement provides that the parties will be entitled to an injunction, specific performance or other equitable relief to prevent breaches (or threatened breaches) of the merger agreement or to enforce specifically the terms and provisions thereof, and provides for the parties’ waiver of any requirement for the securing or posting of any bond or proof of damages in connection with any such remedy. The merger agreement provides that (subject in all cases to the conditions described in the following paragraph) none of Parent, Merger Sub or the Company may raise any objections to the granting of an injunction, specific performance or other equitable relief to prevent or restrain breaches or threatened breaches of the merger agreement, including on the basis that such injunction, specific performance or other equitable relief is not an appropriate remedy or that an adequate remedy exists at law.

The merger agreement further provides that the Company will not be entitled to the remedy of specific performance to enforce Parent’s obligation to cause the Equity Financing to be funded and to consummate the Merger unless (A) all of the conditions described under the heading “—Conditions to the Merger” have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing); (B) the Debt Financing has been funded or will be funded at the closing if the Equity Financing is funded at the closing; (C) Parent and Merger Sub fail to consummate the merger in the manner contemplated by the merger agreement; and (D) the Company has irrevocably confirmed in a written notice to Parent that if specific performance is granted and the Equity Financing and Debt Financing are funded, then it would take such actions that are required of it by the merger agreement to cause the closing to occur.

Governing Law

The merger agreement is governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

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APPRAISAL RIGHTS

Under Section 262 of the DGCL, any holder of record of shares of Civitas common stock who has not voted in favor of the merger, who continuously holds such shares of Civitas common stock through the effective date of the merger, who complies with the provisions of Section 262 of the DGCL and who does not wish to accept the merger consideration may elect to exercise appraisal rights in lieu of receiving the merger consideration. If the merger is completed, a stockholder who properly demanded appraisal of his, her or its shares of Civitas common stock prior to the vote being taken on the adoption of the merger agreement and who did not vote in favor of adoption of the merger agreement and who otherwise complies with the provisions of Section 262 of the DGCL may petition the Delaware Court of Chancery to determine the “fair value” of his, her or its shares of Civitas common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, and receive payment of such fair value of the shares of Civitas common stock in cash, together with interest, if any, on the amount determined to be the fair value, subject to Section 262 of the DGCL. The “fair value” of your shares of Civitas common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the $17.75 per share of Civitas common stock that you are otherwise entitled to receive under the terms of the merger agreement. Stockholders that are entitled and wish to exercise appraisal rights must strictly comply with the provisions of Section 262 of the DGCL.

The following discussion is a summary of the law pertaining to appraisal rights under the DGCL. The full text of Section 262 of the DGCL is attached to this proxy statement as Annex D. All references in Section 262 of the DGCL to a “stockholder” and in this summary to a “stockholder” are to the record holder of the shares of Civitas common stock.

Under Section 262 of the DGCL, when a merger is submitted for approval at a meeting of stockholders, as in the case of the merger agreement, the Company, not less than 20 days prior to such meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available and include in the notice a copy of Section 262 of the DGCL. This proxy statement constitutes such notice, and the applicable statutory provisions are attached to this proxy statement as Annex D. This summary of appraisal rights is not a complete summary of all applicable requirements or the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the text of Section 262 of the DGCL attached as Annex D. Any stockholder who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Annex D carefully and in its entirety. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. Stockholders that validly withdraw, fail to perfect or otherwise lose their appraisal rights will be entitled to receive the merger consideration, without interest, provided by the merger agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Civitas common stock, the Company believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

A Civitas stockholder wishing to exercise the right to seek an appraisal of their shares of Civitas common stock must do ALL of the following:

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Neither voting, in person or by proxy, against, abstaining from voting on nor failing to vote on the proposal to adopt the merger agreement will constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

Only a holder of record of shares of Civitas common stock issued and outstanding immediately prior to the effective date may demand appraisal rights for the shares of Civitas common stock registered in that holder’s name. A demand for appraisal must be executed by or on behalf of the stockholder of record, fully and correctly, as the stockholder’s name appears on the stock certificates. The demand must reasonably inform the Company of the identity of the stockholder and that the stockholder intends thereby to demand appraisal of his, her or its shares of Civitas common stock.

If the shares of Civitas common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the shares of Civitas common stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. A record holder, such as a broker who holds shares of Civitas common stock as nominee for several beneficial owners, may exercise appraisal rights with respect to the shares of Civitas common stock issued and outstanding immediately prior to the effective date held for one or more beneficial owners while not exercising such rights with respect to the shares of Civitas common stock held for other beneficial owners; in such case, however, the written demand should set forth the number of shares of Civitas common stock issued and outstanding immediately prior to the effective date as to which appraisal is sought and where no number of shares of Civitas common stock is expressly mentioned the demand will be presumed to cover all shares of Civitas common stock which are held in the name of the record owner.

IF A STOCKHOLDER HOLDS SHARES OF CIVITAS COMMON STOCK THROUGH A BROKER WHO IN TURN HOLDS THE SHARES OF CIVITAS COMMON STOCK THROUGH A CENTRAL SECURITIES DEPOSITORY NOMINEE SUCH AS CEDE & CO., A DEMAND FOR APPRAISAL OF SUCH SHARES OF CIVITAS COMMON STOCK MUST BE MADE BY OR ON BEHALF OF THE DEPOSITORY NOMINEE AND MUST IDENTIFY THE DEPOSITORY NOMINEE AS RECORD HOLDER. STOCKHOLDERS WHO HOLD THEIR SHARES OF CIVITAS COMMON STOCK IN BROKERAGE ACCOUNTS OR OTHER NOMINEE FORMS, AND WHO WISH TO EXERCISE APPRAISAL RIGHTS, SHOULD CONSULT WITH THEIR BROKERS OR NOMINEES TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE NOMINEE HOLDER TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES OF CIVITAS COMMON STOCK. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF CIVITAS COMMON STOCK HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER OR NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

A stockholder who elects to exercise appraisal rights under Section 262 of the DGCL should mail or deliver a written demand to:

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

(617) 790-4800

Attn: Corporate Secretary

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If the merger is completed, the Company will give written notice of the effective date within ten days after such effective date to each former Civitas stockholder who did not vote in favor of adopting the merger agreement and who properly made a written demand for appraisal in accordance with Section 262 of the DGCL. Within 120 days after the effective date, but not later, either the Surviving Corporation or any stockholder who has properly made a written demand for appraisal of his, her or its shares of Civitas common stock and otherwise complied with the requirements of Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Civitas common stock held by all such dissenting stockholders. A person who is the beneficial owner of shares of Civitas common stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file the petition described in the previous sentence. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so. Stockholders who desire to have their shares of Civitas common stock appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective date, any stockholder who has complied with the provisions of Section 262 of the DGCL to that point in time will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Civitas common stock not voted in favor of the merger agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of holders of those shares of Civitas common stock. The statement must be mailed within 10 days after such written request has been received by the Surviving Corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of such shares of Civitas common stock held in a voting trust or by a nominee on behalf of such person may, in such person’s own name, request from the corporation the statement described in the previous sentence. The Surviving Corporation must mail this statement to the stockholder within the later of ten days of receipt of the request and ten days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of Civitas common stock and with whom agreements as to the value of their shares of Civitas common stock have not been reached by the Surviving Corporation. After notice to dissenting stockholders who demanded appraisal of their shares of Civitas common stock as required by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided by such section.

The Delaware Court of Chancery may require the stockholders demanding appraisal who hold certificated shares of Civitas common stock to submit their stock certificates to the Register in the Delaware Court of Chancery for notation thereon of the pendency of the appraisal proceedings. If the stockholder fails to comply with the court’s direction, the Delaware Court of Chancery may dismiss the proceeding as to the stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares of Civitas common stock who are otherwise entitled to appraisal rights unless (1) the total number of shares of Civitas common stock entitled to appraisal exceeds 1% of the outstanding shares of Civitas common stock, or (2) the value of the consideration provided in the merger for such total number of shares of Civitas common stock exceeds $1 million.

The Delaware Court of Chancery will thereafter determine the fair value of the shares of Civitas common stock held by dissenting stockholders, exclusive of any element of value arising from the accomplishment or expectation of the merger, but together with interest, if any, to be paid on the amount determined to be fair value. Interest will be calculated as of effective date of the merger through the date of payment of the judgment, compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge), unless good cause is shown for the Delaware Court of Chancery to use discretion and calculate the interest rate

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otherwise. At any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter as provided in Section 262 of the DGCL only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Civitas common stock as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

In determining the fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger[.]” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Remedy, in cases of unfair dealing, may or may not be a dissenter’s exclusive remedy. The Delaware Court of Chancery may determine the fair value to be more than, less than or equal to the consideration that the dissenting stockholder would otherwise receive under the merger agreement. If no party files a petition for appraisal in a timely manner, then all stockholders will lose the right to an appraisal, and will instead be entitled to receive the merger consideration provided by the merger agreement, without interest.

The Delaware Court of Chancery will determine the costs of the appraisal proceeding and will allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Civitas common stock entitled to appraisal.

The fair value of the shares of Civitas common stock as determined under Section 262 of the DGCL could be greater than, the same as, or less than the merger consideration. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.

Any stockholder who has duly demanded an appraisal in compliance with Section 262 of the DGCL may not, after the effective date, vote the shares of Civitas common stock subject to the demand for any purpose or receive any dividends or other distributions on those shares of Civitas common stock, except dividends or other distributions payable to holders of record of shares of Civitas common stock as of a record date prior to the effective date.

If no petition for appraisal is filed within 120 days after the effective date of the merger, or if a stockholder who has not commenced or joined an appraisal proceeding delivers a written withdrawal of the stockholder’s demand for appraisal within 60 days after the effective date of the merger, then the right of the stockholder to appraisal will cease. Any attempt to withdraw an appraisal demand made more than 60 days after the effective date will require written approval of the Surviving Corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned on such terms as the Delaware Court of Chancery

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deems just; provided, however, that the foregoing provisions of this sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the merger consideration within 60 days after the effective date of the merger. If the stockholder fails to perfect, successfully withdraws or loses the appraisal right, the stockholder’s shares of Civitas common stock will be converted into the right to receive the merger consideration, without interest.

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF APPRAISAL RIGHTS. IN THAT EVENT, YOU WILL BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION FOR YOUR DISSENTING SHARES OF CIVITAS COMMON STOCK IN ACCORDANCE WITH THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 262 OF THE DGCL, IF YOU ARE A CIVITAS STOCKHOLDER AND ARE CONSIDERING EXERCISING YOUR APPRAISAL RIGHTS UNDER THE DGCL, YOU SHOULD CONSULT YOUR OWN LEGAL ADVISOR.

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CURRENT MARKET PRICE OF CIVITAS COMMON STOCK

Civitas common stock has been listed on the NYSE under the trading symbol “CIVI” since September 16, 2014. The following table sets forth the closing sale prices per share of Civitas common stock, as reported on the NYSE on December 17, 2018, the last trading day prior to the announcement of the Transactions, and on [●], 2019, the latest practicable date before the printing of this proxy statement:

If the merger is consummated, each share of Civitas common stock (other than (i) shares of Civitas common stock owned by the Company (excluding any shares of Civitas common stock owned by any subsidiary of the Company, which will convert into shares of the Surviving Corporation), Parent or Merger Sub and (ii) shares of Civitas common stock as to which appraisal rights have been properly demanded and perfected in accordance with Section 262 of the DGCL) will be converted into the right to receive $17.75 in cash and without interest and subject to any applicable withholding taxes, and Civitas common stock will be removed from listing on the NYSE and there will be no further public market for shares of Civitas common stock.

We have not declared or paid any dividends on our shares of common stock since the time of our initial public offering in September 2014. Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective date or the termination of the merger agreement, the Company may not declare or pay dividends on shares of Civitas common stock without Parent’s consent.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company regarding the beneficial ownership of shares of Civitas common stock as of January 18, 2019 for:

The following table lists the number of shares of Civitas common stock and percentage of shares of Civitas common stock beneficially owned based on 36,307,002 shares of Civitas common stock outstanding as of January 18, 2019. Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Civitas common stock subject to options currently exercisable or exercisable within 60 days of January 18, 2019 are deemed outstanding and beneficially owned by the person holding such options for purposes of computing the number of shares of Civitas common stock and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have sole voting and investment power with respect to all shares of Civitas common stock shown as beneficially owned by them. Except as otherwise set forth below, the street address of each beneficial owner is c/o Civitas Solutions, Inc., 313 Congress Street, 6th Floor, Boston, Massachusetts 02210.

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FUTURE STOCKHOLDER PROPOSALS

If the merger is completed, Civitas will have no public stockholders and there will be no public participation in any future meetings of stockholders of Civitas. However, if the merger is not completed, stockholders will continue to be entitled to attend and participate in stockholder meetings.

Civitas does not intend to hold an annual meeting in 2019 unless the merger is not completed.

In order to be considered for inclusion in Civitas’ proxy statement for its 2019 annual meeting, if held, stockholder proposals must comply with Rule 14a-8(e) of the Exchange Act. The deadline to receive stockholder proposals under Rule 14a-8(e) of the Exchange Act to be considered for inclusion in Civitas’ 2019 proxy statement for the 2019 annual meeting was September 28, 2018 (which is 120 calendar days before the date Civitas’ proxy statement was released to stockholders in connection with the 2018 annual meeting). If the date of the 2019 annual meeting is changed by more than 30 days from the anniversary date of the 2018 annual meeting (which was held on March 9, 2018), then the deadline will be a reasonable time before Civitas begins to print and mail proxy materials.

In addition, Civitas’ amended and restated bylaws include advance notice provisions relating to stockholder nominations for directors or other business not submitted for inclusion in Civitas’ proxy statement. Stockholders may only present a matter for consideration at the 2019 annual meeting, if held, if certain procedures are followed. Any stockholders who intended to present an item of business, including nominees for candidates for election as directors, at the 2019 annual meeting must have provided notice of such business to the Secretary of Civitas between November 9, 2018 and December 9, 2018. However, if the date of the 2019 annual meeting is more than 70 days after the anniversary date of the 2018 annual meeting (which was held on March 9, 2018), notice must be delivered not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made by Civitas. The notice must comply with all requirements of Civitas’ amended and restated bylaws.

Proponents must submit notices of proposals and nominations in writing to the Secretary of Civitas Solutions, Inc. at 313 Congress Street, Boston, Massachusetts 02210.

HOUSEHOLDING

As permitted under the Exchange Act, in those instances where we are mailing a printed copy of this proxy statement, only one copy of this proxy statement is being delivered to stockholders that reside at the same address and share the same last name, unless such stockholders have notified the Company of their desire to receive multiple copies of this proxy statement. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

We will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to (617) 790-4800 or by mail to Civitas Solutions, Inc., 313 Congress Street, 6th Floor, Boston, MA 02210. Stockholders residing at the same address and currently receiving multiple copies of this proxy statement may contact Investor Relations at the address and telephone number above to request that only a single copy of a proxy statement be mailed in the future.

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WHERE YOU CAN FIND MORE INFORMATION

Civitas files annual, quarterly, and current reports, proxy statements and other information with the SEC. These SEC filings are available to the public from commercial document retrieval services and at www.sec.gov. In addition, stockholders may obtain free copies of the documents filed with the SEC by the Company in the “Investor Relations” section of the Company’s investor relations website at http://civitas-solutions.com/investor-relations. The information contained on, or accessible through, the Company’s website is not incorporated in, and does not form a part of, the proxy statement or any other report or document filed by or furnished to the SEC by the Company.

You may also obtain any of the documents the Company files with the SEC, without charge, by requesting them in writing from the Company at the below address:

Civitas Solutions, Inc.

313 Congress Street, 6th Floor

Boston, MA 02210

(617) 790-4800

Attn: Corporate Secretary

If you would like to request documents from the Company, please do so by [●], 2019 in order to receive them before the special meeting. If you request any documents from the Company, the Company will mail them to you by first class mail, or another equally prompt method, within one business day after receiving your request.

The directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from Civitas stockholders in favor of the proposed merger. You can find information about the Company’s executive officers and directors in its Amendment No. 1 on Form 10-K/A filed with the SEC on January 22, 2019.

If you have any questions about this proxy statement, the special meeting or the merger or need assistance with voting procedures, you should contact the Company’s proxy solicitor at:

470 West Avenue

Stamford CT, 06902

Stockholders Call Toll Free: (800) 662-5200

E-mail: civi@morrowsodali.com

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [●], 2019. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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Annex A

AGREEMENT AND PLAN OF MERGER

by and among

CELTIC INTERMEDIATE CORP.,

CELTIC TIER II CORP.

and

CIVITAS SOLUTIONS, INC.

Dated as of December 18, 2018

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