Government Contractor Mergers & Acquisitions
Bass, Berry & Sims guides clients through the complexities of transactions involving government contractors, combining deep regulatory knowledge with sophisticated deal execution. With one of only four attorneys in the country ranked in the top tier by Chambers USA for Government Contracts M&A, our team has become a trusted resource for companies navigating transactions in this highly regulated space.
We have represented clients in over 100 transactions involving government contractors, with deal sizes ranging from $5 million to more than $2 billion. Our lawyers have served as counsel in more than 30 private equity transactions in this space and we have handled deals exceeding $10 billion in aggregate value. This experience gives us a thorough understanding of the regulatory, contractual and practical issues that can influence the outcome of a deal.
What Sets Us Apart
- Unparalleled Experience in Government Contractor Transactions: Our attorneys have led dozens of successful transactions across the full spectrum of industries that serve the federal government. This includes both domestic and cross-border deals involving time-sensitive and complex issues. Our extensive work with private equity funds also equips us to advise on how government contracts issues intersect with fund structuring and portfolio company compliance.
- Chambers-Recognized Leadership: Our Government Contracts practice is ranked as “Highly Regarded” in the 2025 Chambers USA Nationwide guide. We have one of only four attorneys ranked in Band 1 for Government Contracts M&A. In the latest guide, Chambers noted that our firm “draws clients from a range of sectors including defense and national security” and is “noted for its aptitude in advising clients on a host of issues, including bid protests, contract formation, and transactions.”
- Integrated, Cross-Disciplinary Team: We work seamlessly across the firm with colleagues in Mergers & Acquisitions, Private Equity, Compliance & Government Investigations, Labor & Employment, International Trade and Intellectual Property. This integrated approach enables us to spot issues early, mitigate risks, and ensure transactions close smoothly.
- Business-Oriented, Practical Counsel: Our attorneys bring both legal and business acumen to deliver practical and efficient solutions tailored to our clients’ unique goals while minimizing risk and preserving deal value.
Areas of Focus
- Industry-Specific Due Diligence: Identifying and analyzing risks associated with specific government contract types, national security issues, export controls, unique compliance obligations and other matters that could impact the proposed transaction (including pre-sale, self-due diligence).
- Structuring Transactions: Analyzing regulatory, accounting and tax implications of alternative transaction structures (e.g., stock, asset, merger, conversion, etc.), as well as addressing issues related to the disposition of business lines, divisions and subsidiaries.
- Negotiating Transaction Documents: Negotiating provisions unique to government contractor acquisitions, indemnification obligations and drafting deal-specific ancillary agreements (e.g., novation package, subcontract pending novation, etc.).
- Coordination with Regulatory Agencies: Assisting in drafting required notices and filings with the Defense Counterintelligence and Security Agency (DCSA), Committee on Foreign Investment in the United States (CFIUS), Department of State Directorate of Defense Trade Controls (DDTC) and Defense Contract Management Agency (DCMA).
- Post-Closing Integration: Working with clients on post-closing obligations and rights, including required contract and small business re-representation notices, as well as remediating identified risks discovered as part of due diligence.
In an increasingly complex government contracts environment, we serve as a trusted advisor, guiding clients through every stage of the deal.
Bass, Berry & Sims guides clients through the complexities of transactions involving government contractors, combining deep regulatory knowledge with sophisticated deal execution. With one of only four attorneys in the country ranked in the top tier by Chambers USA for Government Contracts M&A, our team has become a trusted resource for companies navigating transactions in this highly regulated space.
We have represented clients in over 100 transactions involving government contractors, with deal sizes ranging from $5 million to more than $2 billion. Our lawyers have served as counsel in more than 30 private equity transactions in this space and we have handled deals exceeding $10 billion in aggregate value. This experience gives us a thorough understanding of the regulatory, contractual and practical issues that can influence the outcome of a deal.
What Sets Us Apart
- Unparalleled Experience in Government Contractor Transactions: Our attorneys have led dozens of successful transactions across the full spectrum of industries that serve the federal government. This includes both domestic and cross-border deals involving time-sensitive and complex issues. Our extensive work with private equity funds also equips us to advise on how government contracts issues intersect with fund structuring and portfolio company compliance.
- Chambers-Recognized Leadership: Our Government Contracts practice is ranked as “Highly Regarded” in the 2025 Chambers USA Nationwide guide. We have one of only four attorneys ranked in Band 1 for Government Contracts M&A. In the latest guide, Chambers noted that our firm “draws clients from a range of sectors including defense and national security” and is “noted for its aptitude in advising clients on a host of issues, including bid protests, contract formation, and transactions.”
- Integrated, Cross-Disciplinary Team: We work seamlessly across the firm with colleagues in Mergers & Acquisitions, Private Equity, Compliance & Government Investigations, Labor & Employment, International Trade and Intellectual Property. This integrated approach enables us to spot issues early, mitigate risks, and ensure transactions close smoothly.
- Business-Oriented, Practical Counsel: Our attorneys bring both legal and business acumen to deliver practical and efficient solutions tailored to our clients’ unique goals while minimizing risk and preserving deal value.
Areas of Focus
- Industry-Specific Due Diligence: Identifying and analyzing risks associated with specific government contract types, national security issues, export controls, unique compliance obligations and other matters that could impact the proposed transaction (including pre-sale, self-due diligence).
- Structuring Transactions: Analyzing regulatory, accounting and tax implications of alternative transaction structures (e.g., stock, asset, merger, conversion, etc.), as well as addressing issues related to the disposition of business lines, divisions and subsidiaries.
- Negotiating Transaction Documents: Negotiating provisions unique to government contractor acquisitions, indemnification obligations and drafting deal-specific ancillary agreements (e.g., novation package, subcontract pending novation, etc.).
- Coordination with Regulatory Agencies: Assisting in drafting required notices and filings with the Defense Counterintelligence and Security Agency (DCSA), Committee on Foreign Investment in the United States (CFIUS), Department of State Directorate of Defense Trade Controls (DDTC) and Defense Contract Management Agency (DCMA).
- Post-Closing Integration: Working with clients on post-closing obligations and rights, including required contract and small business re-representation notices, as well as remediating identified risks discovered as part of due diligence.
In an increasingly complex government contracts environment, we serve as a trusted advisor, guiding clients through every stage of the deal.
Experience
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We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of Whitney, Bradley & Brown,...
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We represented Gen Cap America, Inc. in the acquisition of Eastern Business Forms, Inc., a designer and manufacturer of diagnostic...
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We represented Gen Cap America, Inc. in the sale of its portfolio company, Aero Systems Engineering, a provider of design...
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We represented Serco Inc. in its acquisition of Alion Science & Technology Corporation's Naval Systems Business Unit, including its Canadian...
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We represented Engility Holdings (NYSE: EGL) in its merger with Science Applications International Corp. (NYSE: SAIC) in which SAIC acquired...
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We represented Alpha-Omega Change Engineering (AOCE) in its sale to CAE USA Mission Solutions Inc. AOCE provides a range of...
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We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of BTP Systems, LLC. BTP...
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We advised Emergent BioSolutions (NYSE:EBS) on the government contract aspects of two transactions involving the acquisition of assets related to...
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We represented Enlighten IT Consulting (ETIC) in its acquisition by MacAulay-Brown, Inc. (MacB), an advanced engineering, cyber security and product...
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We represented Engility in its sale of IRG (International Resources Group Ltd.) to RTI (Research Triangle Institute). IRG began operations...
Experience
-
We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of Whitney, Bradley & Brown,...
-
We represented Gen Cap America, Inc. in the acquisition of Eastern Business Forms, Inc., a designer and manufacturer of diagnostic...
-
We represented Gen Cap America, Inc. in the sale of its portfolio company, Aero Systems Engineering, a provider of design...
-
We represented Serco Inc. in its acquisition of Alion Science & Technology Corporation's Naval Systems Business Unit, including its Canadian...
-
We represented Engility Holdings (NYSE: EGL) in its merger with Science Applications International Corp. (NYSE: SAIC) in which SAIC acquired...
-
We represented Alpha-Omega Change Engineering (AOCE) in its sale to CAE USA Mission Solutions Inc. AOCE provides a range of...
-
We represented Serco Inc., a provider of professional, technology, and management services, in its acquisition of BTP Systems, LLC. BTP...
-
We advised Emergent BioSolutions (NYSE:EBS) on the government contract aspects of two transactions involving the acquisition of assets related to...
-
We represented Enlighten IT Consulting (ETIC) in its acquisition by MacAulay-Brown, Inc. (MacB), an advanced engineering, cyber security and product...
-
We represented Engility in its sale of IRG (International Resources Group Ltd.) to RTI (Research Triangle Institute). IRG began operations...
Professionals
| Name | Phone | |
|---|---|---|
|
Richard W. Arnholt Member |
(202) 827-2971 | rarnholt@bassberry.com |
|
Al Bright, Jr. Member |
(901) 543-5945 | al.bright@bassberry.com |
|
Adam Briscoe Government Contracts Attorney |
(202) 827-2961 | adam.briscoe@bassberry.com |
|
Christopher J. Climo Associate |
(615) 742-7741 | christopher.climo@bassberry.com |
|
John L. Fuller Member |
(615) 742-7921 | jfuller@bassberry.com |
|
B. Riney Green Member |
(615) 742-7866 | rgreen@bassberry.com |
|
S. Ryan Hoffman Member |
(615) 742-7812 | rhoffman@bassberry.com |
|
Thaddeus R. McBride Member |
+1 (202) 827-2959 | tmcbride@bassberry.com |
|
Todd R. Overman Member |
(202) 827-2975 | toverman@bassberry.com |
|
Ryan D. Thomas Member |
(615) 742-7765 | rthomas@bassberry.com |
|
David R. Venturella Member |
(615) 742-7913 | david.venturella@bassberry.com |
|
Sylvia Yi Counsel |
(202) 827-2993 | Sylvia.Yi@bassberry.com |
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"Bass, Berry & Sims PLC has a respected practice, noted for its aptitude in advising clients on a host of issues, including bid protests, contract formation and transactions. The law firm draws clients from a range of sectors including defense and national security." Client feedback: "The teams know the substantive area well, is immensely responsive and very pragmatic."
From Chambers USA 2025