Mergers and Acquisitions and Capital Markets Transactions

Mergers and Acquisitions

Combining our experience in government contracts regulation and enforcement with the firm's broad-based corporate, IP, Tax, Employment, and regulatory practices enables us to assess risk and the potential for material liability, and identify hidden value, in mergers, acquisitions, business combinations and restructurings. Corporate transactions involving government contractors often raise complex statutory, regulatory, and contractual requirements, which, interpreted through decades of case law precedent and enforced through changing administrative policies, priorities, and practice. Noncompliance with these requirements can lead to cost disallowance, civil and criminal exposure, and even suspension or debarment from government contracting. Our attorneys conduct due diligence inquiries and draft and negotiate key provisions in transaction documents to secure protection for and minimize risk to our clients. We work with companies making strategic or financial acquisitions in such industries as information technology, aerospace and defense, defense electronics, communications, professional and technical services, and biotechnology.

Capital Market Transactions

Capital markets transactions involving government contractors present complex issues of federal government contracts, regulation, federal appropriations law, federal preemption, and state laws governing security interests and perfected liens. These issues may be implicated through the federal government's right to terminate contracts for convenience, exercise options, and invoke set-off rights. Among other governmental rights and powers are anti-assignment restrictions, questions of agency authority and delegation, the scope of agency guarantees, the nature of the government's payment obligations, potential government defenses to enforceability, and the full faith and credit of the United States. Our experience covers advice and representation of issuers, banks, and private equity firms in transactions and securities offerings backed by receivables under government contracts and both stock and bond offerings issued by government contractors.

Representative Matters Include:

Computer Sciences Corporation on government contracts and regulatory issues in its acquisition of SRA International Inc., August 2015
Harris on government contractors and regulatory issues in its $4.75 billion acquisition of Exelis, May 2015.
Science Applications International Corp. (SAIC) in its acquisition of intelligence community consulting firm Scitor Corp. ($790 million), May 2015.
ArmorWorks Enterprises in its sale to a private equity firm and related bankruptcy proceedings, May 2015.
Mirion Technologies, Inc. in national security regulatory proceedings associated with the company $750 million sale to Charterhouse Capital Partners, a UK private equity fund, March 2015.
Michael Baker International (a DC Capital Partners portfolio company) in the acquisition of Pacific Municipal Consultants, February 2015.
RLJ Equity Partners in its acquisition of Phase One Consulting Group, LLC, January 2015.
SafeNet in its sale to Gemalto (national security representation), August 2014.
CoVant as part of an investor group led by Madison Dearborn Partners in the acquisition of LGS Innovations LLC, March 2014.
CPA US Holdings, Inc. on government contracts issues in its acquisition of Landon IP, Inc., August 2014
Eagle Ray Inc. in the acquisition of Kore Federal, December 2013.
Integrated Mission Solutions, LLC (a DC Capital Partners portfolio company) in the acquisition of Michael Baker Corporation, October 2013.
Paradigm Precision Holdings, LLC, an American Capital portfolio company, in its sale to Dynamic Precision Group, Inc., January 2013.
Quad/Graphics, Inc. in its acquisition of Vertis Holdings, Inc., the third largest printing company in North America, January 2013.
CompSec Acquisition LLC (a DC Capital Partners portfolio company) in the acquisition of the outstanding equity securities of Computer Security Solutions, Inc., January 2013.
National Security Partners, LLC in its acquisition of LMN Solutions, December 2012.
Booz Allen Hamilton Holding Corporation in its acquisition of the Defense Systems Engineering & Support (DSES) division of ARINC ($154 million), November 2012.
42Six, LLC in its sale to Computer Sciences Corporation, September 2012.
Strategic Intelligence Group Holdings, LLC (a DC Capital Partners portfolio company) in its acquisition of Catapult Technology Ltd., July 2012.
Kaseman, LLC (a DC Capital Partners portfolio company) in the sale of its 51% interest in International Development Solutions LLC, to ACADEMI Training Center, Inc., May 2012.
ManTech International Corp. in its acquisition of Evolvent Technologies, Inc., January 2012.
Sotera Defense Solutions in its acquisition of Potomac Fusion Inc.'s government contracts business, December 2011.
Sixnet Holdings, LLC (an American Capital portfolio company) in its sale to a subsidiary of Spectris plc, October 2011.
Sotera Defense Solutions in its acquisition of Software Process Technologies, Inc., September 2011.
Kaseman LLC (a DC Capital Partners portfolio company) in its acquisition of Project Management Services, September 2011.
Kongsberg Gruppen ASA and its subsidiary Kongsberg Integrated Tactical Systems Inc., in the acquisition of Tactronics Holdings, LLC and Tactronics Group International, July 2011.
DC Capital Partners, in its acquisition of Sallyport Global Holdings Inc., June 2011.
Ares Management LLC, in its public tender offer for Global Defense Technology & Systems, Inc. (US$315 million), April 2011.
ManTech International Corporation, in its acquisition of TranTech, Inc., February 2011.
ManTech International Corporation, in its acquisition of MTCSC, Inc. ($75 million), December 2010.
SRA International, Inc., in the sale of its Airport Operations Solutions group to ITT Corporation, November 2010.
SRA International, Inc., in its acquisition of Platinum Solutions, Inc. ($90 million), November 2010.
TSI Group, Inc., in its sale to B/E Aerospace ($310 million), October 2010.
Strategic Intelligence Group, LLC, in its acquisition of Cipher Systems, LLC, October 2010.
Torch Hill Investment Partners, L.P., in connection with its acquisition of a significant equity interest in Blue Hackle, L.L.C. , August 2010
SRA International, Inc., in its acquisition of Sentech, Inc., July 2010
NISC, in its sale to IBM, March 2010.
ManTech International Corporation, in its acquisition of Sensor Technologies Inc. ($242 million), January 2010.
Inmarsat, in its acquisition of Segovia, Inc. ($110 million), January 2010.
General Atlantic and Kohlberg Kravis Roberts & Co., on regulatory and employment matters in connection with their acquisition of TASC, a division of Northrop Grumman, December 2009.
Altegrity (fka US Investigations Services, Inc.) and its subsidiary HireRight, Inc., in its acquisition of National Diagnostics, Inc., November 2009, and in its acquisition of John D. Cohen, Inc., October 2009.
SES Americom Inc. and its subsidiary Americom Government Services, in AGS's acquisition of AOS, Inc., July 2009
Cyveillance, Inc. in its acquisition by QinetiQ North America Operations LLC, July 2009
AT&T's Federal Systems division, in connection with the disposition of a subsidiary to General Dynamics, January 2009.
Finmeccanica S.p.A., in its acquisition of DRS Technologies ($5.2 billion), October 2008.
BAE Systems, in its acquisition of MTC Technologies, Inc. ($450 million), June 2008; its acquisition of Armor Holdings, Inc. ($4.1 billion), July 2007; its acquisition of United Defense Industries ($4.2 billion), March 2005; and its acquisition of DigitalNet Holdings Inc. ($600 million), September 2004.
DC Capital Partners, in its formation of National Interest Security Company, and through NISC, the leveraged acquisitions of Global Analytic Information Technology Services, Inc., Omen, Inc., and Technology and Management Services, Inc., July 2007; Information Manufacturing LLC and Athenyx, December 2007; and Edge Consulting LLC, February 2008.
DC Capital Partners, in its formation of Elite Training & Security, LLC, and through Elite, the leveraged acquisition of Kaseman, LLC, June 2008.
CoVant Technologies, in its fund formation and, subsequently, in its leveraged acquisition of A-T Solutions, Inc., March 2008.
Arlington Capital Partners, in connection with investments in Chandler/May, Inc., December 2005; Thermal Solutions, L.L.C., March 2005; Woven Electronics, Inc., April 2006; and Thompson Industries, Inc., November 2007; and its disposition of Apogen Technologies, Inc., to QinetiQ Ltd. ($300 million), August 2005.
Numerex Corporation, in its acquisition of Orbit One Communications, Inc. ($4.1 billion), July 2007.
DFI International, Inc., in its acquisition by Detica Group PLC ($39.5 million), April 2007.
DFI International, Inc., (DFI Corporate Services), in its acquisition by The Avascent Group, February 2007.
McTurbine, Inc., a subsidiary of M International, Inc., in its acquisition by AAI Services Corporation, November 2006.
American Securities Capital Partners, in its acquisition of Robertson Aviation LLC ($295 million), April 2006.
American Capital Strategies, in its acquisitions of Roy Weston Inc. ($66 million), June 2001; and Imaging Sensing Technology Corp. ($44 million), May 2004; and in its sale of Texstars Inc. to Hampson Industries, PLC ($34 million), December 2004.
American Management Systems, in its sale to CGI and simultaneous spin-off of its defense and intelligence group to CACI, Inc. (aggregate $858 million), May 2004.
DynCorp, in its acquisition by Computer Sciences Corporation ($976 million), March 2003.